Infinite Harmony
by Rassilon001
Summary: The warlord Grogar has begun his campaign to collect the six Elements of Harmony and plunge all of existence into eternal darkness. Heroes are called to action, but can even the Mightiest Heroes of Equestria stand against the Father of Monsters, the great Grogar? And if they cannot defend Equestria, can they at least Avenge it?
1. The Stage is Set

**Disclaimer:  
**I do not own the Avengers, their awesome Cinematic Universe, Friendship is Magic, or Equestria Girls. Naturally, they belong to Marvel and Hasbro, respectively.

**Summary:  
**The warlord Grogar has begun his campaign to collect the six Elements of Harmony and plunge all of existence into eternal darkness. Heroes are called to action, but can even the Mightiest Heroes of Equestria stand against the Father of Monsters, the great Grogar? Rated PG-13 for light cursing and action violence.

* * *

Devastation. Death.

As far as the eye could see, that was all that lay about. The entire might and bulk of the _Wonder Bolt II_ lay strewn with wreckage and, far worse, dead ponies. Gladiators from the ruins of an ancient world, warriors from the destroyed Cloudsdale, both lay there lifeless and defeated. Amongst them floated a voice, surprisingly calm and almost whimsical, at odds with the carnage surroundings.

"Hear me, and rejoice," the voice said, as its speaker stepped along the decks, heedless of the pools of pony blood. "You have the privilege of being saved by the great goat himself. The mighty Grogar. This may seem like suffering... but it is..."

The speaker now came into view, a resplendent pony of long limbs and slender figure, with a pair of large, ruffled wings and a vest of black. On any other pony, her features might have seemed like classical beauty: high cheekbones, delicate muzzles, immaculate mane swept up in a prim and proper bun. But her features were lined with a cruelty, her eyes cold, and her expression one of disdain. As if she'd just caught scent of something foul.

Her name was Abacus Cinch, and she was the Herald of Grogar.

"_Salvation_..." she proclaimed solemnly.

Lying on the ground just by her hooves, the striped zebra Zecora groaned, unable to find the strength to rise. She'd been beaten, and so thoroughly she might be on the very precipice of death. Never in her life had she been so thoroughly mauled, and yet Grogar had done so with almost uncomfortable ease. Like swatting a fly. Unable to do anything just yet, she tried in vain to lift her head and peer down along the length of the Wonder Bolt, trying to see her liege, the Princess Rainbow Dash.

She caught sight of more of Grogar's minions, a mismatched ape-like creature, a pair of shadowy ponies with green eyes, one big and muscular, the other lithesome and hollow. Literally dotted with holes, her horn twisted and wicked. Just past them was Trixie, the other Princess, the lost, wayward daughter. She watched with trepidation as, at the far end of the carnage, Rainbow Dash was dropped to the ground. The once mighty Princess of Thunder was covered in blackened bruises, and seemed quite unable to stand.

Cinch continued her narration. "Universal scales tip towards darkness because of your sacrifice. Embrace it. Smile... for in death, you have become Children of Grogar."

Trixie grimaced at the rhetoric, unable to believe she'd even believed it, even briefly, even a little. But here she was, here they all were, and Grogar had found her. Come for her. Come for them all. A massive, towering ram of a goat, nearly twice her height, with dark navy fur and swept back, black horns. He looked more imposing than a dragon, more mighty than a bugbear, and more cunning and cruel than a changeling. At his neck hung a golden collar, with six premade indents surrounding his throat. One of which was filled, with a blue gemstone in the shape of a balloon. The Element of Laughter.

"I know what it's like to lose," Grogar stated, his voice low and gravelly. "To _feel_ so desperately that you're right... yet to fail, nonetheless. It's terrifying. Dread it, run from it, fly from it... destiny arrives all the same. And now... it is here. Or should I say... _I am_."

On the ground by his hooves, Rainbow grimaced, rolling over onto her side to glare up at the goat. "You talk too much," she spat out.

He rewarded her with a kick in the ribs for her insolence, and then turned his cruel gaze over to Trixie. She knew what was coming, but she could not move, could not speak. She was petrified with fear. But not for herself.

Grogar raised up his hoof, and placed it down atop of Rainbow's head, with clear intent to crush it.

"The Element of Loyalty... or your sisters head." The Grogar made his intentions clear. "I assume you have a preference?"

Trixie turned up her muzzle and looked away primly, as if none of the carnage, least of all her much loathed sister, bothered her in the least little bit.

The great goat frowned, taking that as personal challenge, and lifted up his hoof. Instead of bringing it down on Rainbow's head, he pressed it into her back and began to apply pressure. Tough though Rainbow was, she was still only a pony, and the pressure began to build steadily, bit by bit. That tender spot right between her wings. The blue balloon gem on Grogars necklace lit up as the power of the Element flowed into his hoof, increasing his power. By a magnitude of ten, then a hundred, then a thousand. Rainbow cried out as Grogar seemed intent to crush her back into jelly, snap her spine in two. Trixie did her best to endure, but unable to look away and unable to block the screams, could not take it for even a full minute.

"ALL RIGHT, STOP!" she cried out, unable to take it anymore.

The assault ended, if not instantaneously, then at least quickly, as Grogar drew back his hoof from Rainbow Dash's back. Trixie shut her eyes tightly, holding back the tears. She couldn't. Even through all the resentment and petty pride, she couldn't hate Rainbow enough to let her die. She loved her sister too much for that.

"We don't... we don't HAVE the Element!" Rainbow coughed, spitting up blood. "It was destroyed on Cloudsdale!"

Grimacing, Trixie simply shook her head... pulling off her magicians hat... and reached inside. A moment later... a red lightning bolt of ruby crystal appear in her hoof.

Rainbow Dash, disgusted but unable to truly be surprised by her antics, sighed to herself. "You truly are the worst, sister."

"I'm sorry, Rainbow... Trixie will make it up to you..." she said, stepping forward, preparing to do what she must. Offer the Element for her sisters life.

"Your optimism is misplaced, Cloudsdale Magician."

"Well for one thing, I'm not from Cloudsdale," Trixie said with some familiar contempt. "For another, Trixie is a _sorceress_, not a magician. And finally... we have a hulk."

The roar that precipitated the attack was the only warning the Grogar had before something yellow and ferocious smashed into him, knocking him into the far wall. Trixie tossed down the Element and grabbed Rainbow Dash seconds before their mutual yellow friend began to tear into the Grogar, picking them up bodily and smashing them with wanton aplomb.

Easily as big as the already towering Grogar, Flutterhulk was relentless as she smashed her huge yellow hooves into his face, gut, and chest, knocking him back. For a moment, it seemed the day might yet be won, and the Incredible Flutterhulk would tear down this threat to Ponykind the way she'd dealt with the Abominable Brute or countless other threats.

Snarling, the shadowy black pony Sombra moved to assist his master Grogar. Before he could, however, a pale blue wing was held up by Abacus Cinch.

"Let him have his fun," she commanded.

Indeed, things were not as dire for the Grogar as it might have appeared at first. While the Flutterhulk could match him in raw strength and power, that was the _only_ aspect in which they were equal. Growling, Grogar met her next blow of the hoof with one of his own, countering her strike and smacking the Flutterhulk hard across the face, drawing blood. It dripped from her nose as her gamma green eyes widened in fear.

His next few strikes were measured, powerful, ruthless. He blocked or dodged her own clumsy strikes, then hit back hard whenever her guard was down or where she was more vulnerable. He fought like a champion brawler, while she, admittedly, fought like a clumsy child. Flutterhulk reeled, totally unprepared for the relentless strikes that wore her down and especially unprepared as Grogar grabbed her body with his mighty black horns, lifting her up high above his head, then slammed her down mercilessly onto the floor of the ship. She blacked out almost instantly, a welcome reprieve from all the violence.

Coincidentally, she'd been dropped down mere yards from where Zecora lay.

Grogar grinned in triumph. Seconds later, Rainbow smashed into his side, leaving a rainbow trail behind her, but she was still weak, and unable to leave so much as a bruise. He barely glanced her way as he smacked her aside, sending her crashing to the ground. Abacus Cinch, smirking smugly, gestured with a wing, feathers flicking through the air. Stray metal fragments, animated by telekinetic power, strapped down Rainbow Dash's hooves and wings, pinning her to the floor of the _Wonder Bolt_, leaving her helpless to help her friend.

It was up to Zecora. Grimacing weakly, the zebra guardian clutched at the golden spear at her chest as the sharp tip sparked and spluttered weakly, trying desperately to focus the very last of her magical power.

All of her magic, all of her concentration, for one last spell.

"Ancestors aid me... one... last... time...!"

Seconds before Grogar could finish the job and end the Flutterhulk, there was a great boom, and a virtual wall of rainbow light slammed down atop of them. The Grogar and his lieutenants stumbled back as it lifted up the yellow Flutterhulk and carried them away from them, whisking them off into the distance. They were light-years away before any of them could react, and by the time the light faded and Zecora's spell was finished, there was nothing any of them could do anything about it.

Zecora caught Rainbow's eye, and nodded. Her friend, and her home, Equestria, might now be safe. Or at the very least would now be warned of the coming danger.

The zebra shaman, on the other hand...

Grogar stepped over her, glaring darkly down at the striped pony who'd cost her a kill. "That was a terrible mistake," he growled, accepting a wicked looking glaive from his underling, Ahuizoatl. Held with his hoof, he lifted it high, then brought it down sharply... right through Zecora's chest. Bright red blood blossomed forth.

"NOOO!" Rainbow cried out, struggling mightily against her restraints. "You're going to pay for that!"

Glancing idly over, Abacus Cinch flicked a single feathered wing. A final slab of metal slammed over Rainbow's muzzle, silencing her. Abacus used the same wing to hold the feather to her lips mockingly.

"Shhh."

Wrenching the glaive free, Grogar tossed it to his subordinate, who caught in his hand. The one attached to his tail, that was. Abacus Cinch took her time in reaching to collect the red lightning bolt laying on the ground, crackling with untold power.

"Mighty Grogar... please accept this gift from your children... no other being has had the might, nay the strength of will, to wield not one... but two Elements of Harmony..."

The red bolt of lightning was accepted by Grogar, who maneuvered it by hoof to the necklace at his throat. Instantly it clung into place beside the blue balloon, and a wave of energy course over him. Like any mortal pony who tried to harness it, the power of the Elements was great, and threatened to overwhelm him. But within mere minutes, by sheer force of will, the power was contained, and at Grogar's command. Two down, four to go.

"There are two more Elements in Equestria," Grogar commanded. "Bring them to me at Tartarus."

The four children bowed, Chrysalis dipping her wicked horn as she conveyed their obedience. "We will not fail you, master."

"If I might interject...?"

Five heads snapped up as a pale blue pony with silver mane stepped around them, looking distinctly nonchalant. Trixie was putting on quite the show, after all. "... if you're going to Equestria, perhaps Trixie could be of assistance? She has some experience with the locals," she added with a flick of her collar.

"If you consider failure experience," Grogar deadpanned, well aware of how her previous invasion had failed.

Trixie snorted at that, her pride definitely wounded now. "Trixie considers experience experiences!" she replied, greatly daring. Then, remembering both her plan and who she was addressing, adopted a hint more humility in her tone. "Almighty Grogar... I, Trixie, the Great and Powerful... Princess of Cloudsdale… Daughter of Firefly... do hereby pledge my... undying..."

She hesitated here, glancing over at Rainbow Dash. Her sister pleaded desperately with her eyes, unable to speak a word, but silently urging Trixie, for once, not to attempt another betrayal. Trixie, however, saw no other path forward. One hoof shifted under her cloak, reaching for one of her pyrotechnics...

"... fidelity..." she finished. And then she lit the explosive and threw it up, directly into his monstrously dark face...!

The explosion was no mere firecracker, it should've blown the Father of Monster's head clean off his shoulders, but when the smoke cleared... Grogar was wholly unharmed. And the glowing red gem on his necklace revealed why. The Element had protected him, at his will.

"Undying, was it?" he asked, with deceptive mildness in his tone. "You should choose your words more carefully."

A hoof lashed out, catching Trixie across the face and knocking her onto her back. Before she could rise, the Grogar had brought his hoof back down, right on her windpipe, crushing it. He did not even bother to use the Elements, his raw strength was alone. Just as easily as Trixie could crush an Equestria's neck, so too could he crush hers.

"Especially if they are your last," Grogar added with a dark chuckle.

"You... will... never..." Trixie rasped out, determined to have the last word.

Then, however, there came a sickening crunch.

Exit, Trixie, Stage Left.

Rainbow's muffled cries did not need to be heard to be understood, she promised death and vengeance in equal order. But Grogar was unmoved and uninterested. As far as he was concerned, he'd acquired what he'd come here for. There was no reason to stick around any longer.

"Time to go," he stated, stomping his hoof.

The Element of Laughter at his throat lit up. A wave of cobalt energy washed over the ship, sweeping the decks of the _Wonder Bolt_, smashing panels and destroying conduits. In moments the entire ship was ablaze, cracking apart at the foundations. Grogars Children gathered around him as he activated his second Element, and Loyalty blazed with crimson light as it opened a portal that swallowed them up. The instant they had vanished, Rainbow was free of her shackles, but she was too weak to do anything more than stumble over to Trixie's rapidly cooling body, laying her head down beside her sister. There was nothing she could do but wait to die with her.

"Sister... I'm so sorry..." she sobbed.

The entire Wonder Bolt II cracked like an egg, and debris began to scatter amongst the void as all hooves on board were lost to the cold ravages of space.

* * *

Meanwhile, the rainbow energy carrying Fluttershy whisked her away, speeding past stars and planets, angling around meteors and comets, traversing nebula and galaxies speeding its way towards a tiny green-blue speck of a planet. Equestria. And more specifically...

* * *

... downtown Ponyville, at the home of none other than Starlight Glimmer, Mistress of the Arcane Arts.

Who was currently making her way down the spiral staircase in her home towards the front door, intent to go out and purchase for herself a sandwhich. She had a hankering for something with daisies, but she'd decide once she got there. Her colleague and fellow sorcerer Sunburst trotted after her, the two deep in conversation. Something deep and spiritual.

"Seriously? You don't have _any_ money?" Starlight asked, making sure she heard him right.

"Attachment to the material is detachment from the spiritual," he said, trying to sound sagely and sounding more like a dork. Adjusting his glasses didn't help either.

Starlight rolled her eyes. "I'll tell the fillies at the deli, maybe they'll make you a metaphysical hayburger with fries..."

"No, wait, wait, wait," Sunburst said, hurrying to her side, checking under his cloak. "Wait, I do have... uh... well it's about two hundred," he said, checking the currency he'd found in his back pocket.

"Bits?" asked Starlight, one eyebrow raised skeptically. She did, however, stop to wait for him.

"Chivs," he replied. It was an obscure currency.

"Which is?"

A grimace crossed his face as his glasses slid down, trying to do the math. "Uh... bit and a half?" Which wouldn't buy him a pack of candy oats.

Starlight sighed deeply, knowing there was no way she could, in good conscience, abandon her nerd of a friend to fight off hunger by himself. It's not like he could cook, not unless they had a book on that somewhere in the library. And even then... well, she'd seen him burn _juice_.

"What do you want me to get you?" she asked, feeling generous.

"Well I wouldn't say no to a..."

He was cut off as a horrible crashing noise filled the air, and both of them moved out of the way of the base of the stairs as something crashed down through the floor with the force of a truck. Something surrounded by a rainbow glow. Definitely magical in nature.

Exchanging a quick glance, Starlight and Sunburst sprang forward, the latter conjuring a ring of magical runes around his horn, the former summoning her Cloak of Levitation. It snapped around her shoulders as the two of them peered into the hole left by the strike, curious to see what had made it and if it was dangerous.

For a second, it was huge, easily the biggest pony they'd ever seen, with a dark yellow coat and bulging muscles atop of bulging muscles. But even as the rainbow glow faded, they saw a paler yellow shade and a demure, almost petite looking pony there, covered in bruised and smudges. Her mane was a pale pink, and her eyes were wide and frightened. Wherever she'd come from, she looked like she'd gone through hell. And hell was still coming after her.

"Grogar is coming," she gasped out, her voice sweet but shaking with a terrible fear. "He's coming..."

Sunburst and Starlight shared a look, the latter just as confused as the former.

"... who?" she asked.

* * *

**Authors Notes:  
**And so it begins.

I had this story at least partially written almost three months after Infinity War came out, with Stygian as the big bad Pony of Shadows. But I delayed because I wanted to see how Endgame would shake things up. And boy am I glad I did, because if not that, then Grogars appearance on the show definitely made him a much more suitable big bad. I found another role for Stygian, however.

I'm sure some will question my casting choices, and many more will guess the ones to come, but I'm confident of my choices in the context of this story. Some more than others, but we make do with what we have.


	2. Science and Magic

Ponyville was considered an idyllic place by most ponies standards. Beautiful scenery, great landmarks, the magical and scientific capitol of the world. But nowhere more so than Golden Oak Park. It was a perfect place to go for a trot, do some sight seeing by the lake, or else get in a good morning jog with that special somepony. Right now, that's just what Twilight was trying to do.

A purple mare of average height and build, Twilight Sparkle sported the rare wings of a pegasus matched with the horn of a unicorn, marking her as one of the rare alicorn breeds of pony. A mane of darker purple, marked with a lighter pink streak, was well brushed if fairly simplistic and matched her tail, and the mark on her flank was that of a six pointed pink star with six tinier white stars beside each point.

Jogging just a little ahead of her, and not nearly as winded, was an earth pony with a brownish-orange coat and a dark green mane, to say nothing of an athletic build. The mark on his flank was that of an oak tree. Timber Spruce slowed to a trot to allow his fiancee to catch up with him. She was hyper ventilating, and not just from the run, but also from talking, to say nothing of the fact that she commonly rambled a mile a minute whenever she was stressed. Normally he found it adorable, but right now he was concerned she'd soon pass out from lack of air if she didn't stop a breathe a second.

"Easy, Twili, you're rambling," he said.

"No I'm not!" she protested, speaking a mile a minute, and right over him to boot.

"You totally lost me."

"Look," she explained. "You know how you're having a dream, and in the dream you feel like you're flying, and then you're falling, right... and your wings spread out to try to catch yourself, and suddenly you..."

"Fall right off the bed?" he guessed, having not quite the same idea about flying as she did.

"Right!"

"Yeah, sure, everyone has dreams like that," he replied easily. The ones so real they seemed realer than real. The two of them trotted over to a bench as their conversation continued, the jog over for now. Later they might jog back to Twilights Tower, but for now they were just going to enjoy one another's company on this peaceful day.

"Right, so, along those lines... last night... I totally dreamt... we had a child! A little filly of our very own!" Twilight exclaimed. Timber regarded her with a wry smile, well aware of how enthusiastic she could be. "We named him after you're uh... your eccentric godmother, what was her name?"

He smiled at the memory. "Flurry Heart."

"Right, yes! Her! We named her Flurry Heart!"

"Twili, if you wanted a kid, you could've just asked. I am very much not against trying, if you catch my drift," he added with an eye-waggle that made her blush. "But you might not want one around the home if you're carrying this around with you everywhere," he said, laying a hoof over her heart.

And, more specifically, on the magical chest plate she was wearing with an emblem of her cutie mark. Made of alloyed platinum and layered with complex spells.

Twilight smiled sheepishly. "It's nothing, really... it's just a housing for nanoparts and a focusing lens for my magic..."

"You're not helping your case," Timber said with a laugh. "You don't need it. We're doing just fine now."

"I know! It's just for protecting us. All of us. Including future usses. Like a Flurry Heart. Just in case there's a monster behind the book shelf, instead of..."

"... books?" he asked dryly. While well read, he wasn't nearly as much of a nerd as his girlfriend.

"You know me so well," she said, a heavy blush suffusing her purple cheeks.

Timber Spruce smiled, knowing her well indeed, and nodded, leaning in to steal a kiss. Twilight closed her eyes as she accepted it, gently kissing back...

... until a warm light washed over them both, and they glanced up at an open portal of green energy in the middle of the Ponyville Park.

A pale purple pony stepped through, wearing a long red cloak draped over her shoulders. She introduced herself immediately, having little time for small talk.

"Twilight Sparkle... I'm Starlight Glimmer. I'm afraid I need you to come with me."

The purple alicorn could only stare in both amazement and annoyance at the interruption. Seemingly realizing her social gaff, Starlight quickly went on to extend her congratulations on the upcoming coronation. Which did nothing to explain anything to Twilight about either her sudden appearance or her interest in her specifically.

"... I'm sorry are you handing out tickets or something?" Twilight asked, put off by the unicorn's strange attire. She wasn't very fond of magicians since her last encounter with Trixie.

"We need your help," Starlight said solemnly. "Seriously, it's not overselling it to say the fate of the entire _universe_ is at stake, not just Equestria."

"And who's "we"?" asked Twilight, still suspicious.

Doctor Glimmer glanced to her side, as another personage stepped through the portal. One familiar to Twilight. A yellow hoof waved timidly.

"Hey Twilight," said Fluttershy softly.

If the appearance of the mystical sorceress had surprised Twilight (_and it didn't, she told herself_), the appearance of her old friend, long lost and missing for years, threw her completely out of whack.

"Fluttershy?"

The yellow pegasus nodded, trotting over slowly... then threw her hooves around Twilight's neck and hugged her tightly, clinging to her for support. The purple alicorn returned the hug tenderly, glancing over at Timber, who shrugged, trying to look supportive. He'd missed Fluttershy too. Easily one of Twilight's best friends, she'd been gone a long time now. Twilight was rarely speechless, but this had completely robbed of her any ability to speak, knowing not what to say.

All she knew now was that Fluttershy looked like she'd been through hell, and worse was the haunted look in her eyes. Because it said that things weren't over. That the hell she'd been through... was coming. Coming for all of them.

* * *

Naturally, their was some explaining to do back at the Glimmer Tower.

Fluttershy already knew some of this from what had happened, and pieced together the rest with the help of Sunburst and Starlight. That's when they'd come to the conclusion they needed to bring in Twilight Sparkle (and through her, preferably the rest of the Avengers). So the Iron Mare sat in the corner of the room as Sunburst wove an illusion to illustrate his narration.

"At the dawn of existence, there was nothing... then... boom, wham, kapow! The Big Bang sends six elemental crystals... hurtling across the virgin universe. Elements of Harmony. Whether by coincidence or greater design, meant to create harmony and unity throughout all of existence."

Six tiny gemstones floated out across the myriad array of stars he'd conjured into being in the room, showing each of them drift past Twilight, a multicolored facet of power.

"Loyalty..." A ruby lightning bolt flitted past.

"Laughter..." A blue balloon image drifted by.

"Honesty..." An orange apple emblem became visible.

"Generosity..." A purple diamond shape floated on by.

"Kindness..." A pink heart design, and a familiar one to Twilight. She recognized it as the Element her brother-in-arms had with him.

And here Starlight Glimmer paused, gesturing to her necklace dramatically. "And Magic..." she added, her horn lighting up. The Eye of Starswirl opened up, revealing within an amethyst star, the Element of Magic, in a convenient carrying package.

Following along so far with a distant nod of her head, Twilight was busy absorbing the information, but while she filed away knowledge on the Elements for future use, her focus was on the one who wanted them. The enemy. The one she'd been preparing for over half a decade to fight against.

"... tell me his name again."

"_Grogar_," said Fluttershy, suppressing a shudder. "He's... he's a monster, Twilight. He invades worlds, takes what he wants, wipes out entire civilizations. Covers the planets with darkness. They call him the Father of Monsters, and it isn't just for show. He sent Trixie. Ponyville, _that was him_."

The invasion. A seemingly random event suddenly fit like a puzzle piece. Everything started to fall into place in Twilight's mind. Between Trixie's attack on Ponyville with her army, and then all the chaos involving the Alicorn Amulet and Discord and the Element of Kindness... it was all starting to make sense. And then Rainbow Dash leaving to find out more about the Elements. And now...

They really were coming back.

"This is it," Twilight murmured. What she'd been waiting for, preparing for, fearing for. More firmly, she asked, "What's our time table? How soon until the Grogar gets here?" _Ye gods, did she have her invasion preparation checklist lying around somewhere_?

Fluttershy shook her head, unsure. "No telling, but Grogar already has the Elements of Laughter and Loyalty, that already makes him easily the most powerful creature in all of existence. If he gets his hooves on all six..."

"... he could spread darkness across the _entire universe_," Starlight finished for her.

Twilight definitely didn't like the sound of that. Not one little bit. Mulling over the problem for a bit, she did hit upon one obvious idea. It seemed almost too obvious not to have already been considered, but best to try. "If he needs all six Elements, why not just throw this one down a bottomless pit?" she asked, indicating the Eye of Starswirl around Starlight's neck.

She shook her head. "Not likely."

"We uh, we took a vow to protect the Eye," Starburst explained, adjusting his glasses self-consciously. "A super serious vow."

"And more to the point, this could be our best chance of defeating Grogar," Starlight added.

Twilight spotted an obvious flaw in that plan. "Yeah and conversely it could be _his_ best chance against _us _if he gets his nasty hooves on it."

"I'm confident in my ability to protect the Element," the paler unicorn replied testily.

"Really? 'cause you better be really sure... or we're all_ bucked_..." Twilight replied.

The two of them were face to face at this point, almost muzzle to muzzle, and looking decidedly cross with one another. Not anxious to have a fight break out, Fluttershy tried to gently push them apart with her hooves. "Alright, alright, that's enough now," she said sweetly. "Look, can we come back to this later? The important thing is we have this Element. It's safe with us, at least for now. But the Element of Kindness is out there somewhere with Shining Armor. We have to find him, and soon."

Grimacing, Twilight realized the yellow pegasus had a point. "Yeah, about that..."

"About what?"

"Shining Armor's been gone for two weeks on sabbatical... he wanted some privacy so I took off my locator spell. We lost contact with him a while ago."

"What?" Fluttershy blinked, aghast. "Twilight, you lost another one?" she asked, referring to the trouble they'd had with the so-called "Age of Discord."

"I didn't lose him, I just... don't know where he is," she replied sheepishly.

"Distinction without a difference," Starlight deadpanned, not helping. "We can use a new locator spell..."

Twilight shook her head. "It won't work, he's not easy to find because of his... unique magical make-up. Technically he doesn't even register as a living creature. He needs to be in the room to apply one for later use."

"Who could find him then?"

And that was the worst of it. Twilight sighed, knowing full well for all his talk of finding himself and taking time off, her 'brother' was spending time with the Pink Witch. While a wanted criminal according to the Accords, Twilight just couldn't muster up the energy to go after her or the others, and so she let Shining have these little sabbaticals, in the vain hope it would bring the two groups back together again sometime. But if he was off with Cadence, they'd be laying low somewhere. And that meant the best person to find them was the last person Twilight wanted to talk to right now.

"Probably Applejack."

Catching on to the problem immediately, Starlight threw her head back and groaned. "Oh good gods..."

Not following, Fluttershy pressed on. "So call her."

"It's not that easy," Twilight replied. Then realization set in. "Wow, that's right, you weren't there..."

A shake of her head confirmed it.

"The Avengers broke up. We're no longer a thing," said Twilight, going for the simplest explanation she could go for. No sense dragging up the whole Pillar Accords, the split between Pro and Anti Registration, or her own involvement in what remained of the Avengers, a measly three (four if she counted Spider-Stallion, who'd declined the offer), or Applejack's collection of Secret Avengers still running amuck somewhere in Equestria. "Captain Equestria and the Iron Mare fell out hard... we're... we haven't spoken in..." She paused. _How long_ had _it been_?

Trying her best to be understanding, but firm, Fluttershy placed a hoof on Twilight's shoulder. "Twilight Sparkle, you are my friend and I love you, but you have to listen to me. Rainbow Dash is gone. _Grogar is coming_. It doesn't matter how you feel, we need to talk to Applejack. Right now."

She was right. She was absolutely right. Which left only one option.

Fiddling with the satchel at her side, Twilight pulled out something. A piece of marble, small enough to fit into the hoof. On the smooth surface, three apple runes had been carved into the surface. A runestone, meant to communicate long distances. This one was Applejacks, enchanted to contact her when and if she was needed.

Well, sadly, right now she was needed.

Twilight hesitated, about to touch the runes and activate the stone... when she paused.

Something wasn't right.

She wasn't sure what at first, then she noticed it was growing darker. Glancing up, the four ponies saw outside of the window that a dark shadow was stretching over the sky. Not a cloud in the sky, and the middle of the day, and yet it was growing dark. And they spotted debris starting to fly by, despite Twilight being positive today called for forecasts of sunny and warm all day, if not all week.

A nameless dread climbed up her spine, making her feathered wings shiver.

Without a word, Twilight galloped to the door to Glimmer Tower, throwing it open. The streets of Ponyville were awash in chaos. She made her way down the street as the others quickly followed behind, Sunburst casting a locking spell on the doors before bringing up the rear, Fluttershy and Starlight trying to keep up with Twilight's frantic pace. Eventually, she turned a corner and towards the main square. Hovering high overhead was a huge, circular vessel of decidedly alien origin. Floating directly over the heart of Ponyville. Vaguely resembling a zeppelin, it was much more massive, metal, and dangerous looking. And while everypony else was fleeing from it in droves, Twilight, Starlight, and Fluttershy headed towards it. Heading right into the heart of danger.

Again.

* * *

Meanwhile, nearby...

A long school carriage was passing over the bridge connecting one end of Ponyville to another.

On this bus was a collection of students from Friendship High, a prestigious school in uptown Ponyville known for their excellent academic records, as well as accepting policies. Amongst them, Sandbar, a pale yellow pony with aqua-green mane, was half-relaxed and at ease as he went over his mathematics homework. However, midway through the sixth problem, he felt a tingle run down his mane. His spider sense was going into over drive, and that meant only one thing: trouble.

Glancing out the window, he spotted the alien ship easily in the distance, and quickly reached over his seat to his closest pal, the excitable hippogriff Silver Stream, for help.

"Stream, quick, I need a distraction," he pleaded with her.

The hippogriff barely even noticed Sandbar, she was instantly entranced by the sight off in the distance.

"Oh wow! It's an alien space ship, you guys!"

The others in the carriage quickly jostled for a look, crowding around the windows at the back. Leaving Sandbar completely unnoticed.

_Well, that worked_, Sandbar thought. With the students distracted, Sandbar was free to do his work. Meanwhile, at the front of the carriage, the driver grimaced as she felt her vehicle jostle from side to side by the rough housing, over eager students. A regal unicorn with milky white coat and a short cut mane of auburn red, she seemed remarkably blasé about her charges as they clambored around the windows for a better look.

The name tag on her vest identified her as Fauna Luster.

"What's the matter, you kids never saw a magical space ship before?" she asked. Rolling her eyes good naturedly, she muttered "kids these days," under her breath.

Waiting for an ideal moment, Sandbar pull his custom designed web shooter from his backpack and snapped it over his foreleg, beside his hoof. With it, he shot out a magical web from his wrist, yanking open the window emergency latch. Deft and swift, he launched himself hooves first out of it, catching the side of the carriage on the way and then rolled onto the ground, and then over the side of the bridge. Another web line shot out and he went slinging his way towards the invading alien ship. As he did, he effortlessly slid on the mask of the Spider Stallion.

It was hero time.

* * *

**Authors Notes:  
**So, yeah, if it wasn't obvious earlier, the story is running on the equestrian level of technology, which leans towards more magic and less science. Even so, it fulfills much the same purpose, it's just what a thing is called as opposed to what it is. Runestones instead of cellphones, chariots instead of cars, and zeppelins instead of planes. More advanced tech you'll see (especially for _Ponies in Space_!), but not as commonly available.

Sandbar as Spider-Stallion was a tough choice to make, I needed someone younger than the Mane Six to fit the role, but the CMC still felt _too_ young, and I wanted them if not all together to be collectively heroes, as opposed to using just one like Apple Bloom and then ignoring Sweetie Belle and Scootaloo. I picture that the Young Six or the Student Six would be Spider-Man's assorted neighborhood crew instead, like Silver Stream as Ned Lee and Yona as Mary Jane (and if I'm being cynical, maybe Galus as Flash). Don't expect to see many of them in this story, though I may include cameos later on.

Discord won't be appearing in this fic. Much as I love him, he's a storybreaker with too great a power to properly convey, and a personality that isn't serious enough for the story. Changing either wouldn't be fair to him. So I referenced him as the Ultron of this universe, a joint magical creation of Fluttershy and Twilight (the two ponies he's arguably closest to in canon) and left him at that. You can imagine he was just as villainous as Ultron or more sympathetic in the end, but either way, he's gone.

Fauna Luster is an anagram of Lauren Faust, who of course helped bring Friendship is Magic to life. Naturally, she cameos in the same vein as Stan Lee. Seen it all.


	3. Attack on Ponyville

Twilight galloped down the streets, even as she instructed her listening artificial program.

"Owloicious, evac anyone south of Bale Street, notify first responders and medics, get Nurse Red Heart down here ASAP."

**O.W.L.**, otherwise known as her **O**ll-Knowing **W**orldly **L**istener program, responded immediately. "Will do, Miss Sparkle." The appropriate information flowed into her ear, relevant where necessary, filtered where not, as she just gazed up at the invading alien menace, trying to discern what spell or tech she could employ against it. It was anarchy. Though there was no sign of an actual attack just yet, the vessel was stirring up such destruction just by being there, it easily brought to mind the same sort of attack Trixie had led not even a full decade ago.

Not enjoying the high winds, Starlight conjured up a spell, throwing up her hooves as she reared up, and sending a huge gust of air _back_ at the encoraching winds. Almost immediately, the whole area died down and calmed, the air stilling. Starlight gave Twilight a wink, smug in her superior spellcrafting.

Twilight frowned, but did give a slight nod of her head, acknowledging the magic was, if nothing else, efficient.

There was a flash of light, and then the ship had dropped down a column of light. And when it faded away, two new ponies stood in the middle of the street. Obviously some sort of short range teleportation. They weren't your typical ponies, either. Both were on the larger side, but one was simply enormous. Easily as big as Fluttershy's alter ego, he was toweringly big, huge forelocks, mighty shoulders, and a muzzle full of sharpened teeth that looked more appropriate on a wolf than a pony. His horn was a curved, red instrument of destruction. This was Sombra.

Standing beside him was a pegasus pony, with a coat pale blue and hair of a dark purple, don up in an elaborate coif. She too was tall, though not nearly as her towering counterpart, and skeletal thin, with a sneer on her face, peering down a pair of spectacles on her snout like she was regarding insects. There was a distinctive mole just beside her chin.

"Hear me," she spoke, her voice measured and controlled. "I am Abacus Cinch, Headmistress of the Black Order, Herald of Grogar. Rejoice, for you are about to perish at the hooves of the Children of Grogar. Be thankful... that your meaningless lives will now contribute..."

Twilight, having heard more than enough, cut her off. "I'm sorry, Equestria is closed today. I'm going to have to ask you to turn around and leave. Now."

Unused to being interrupted, Abacus Cinch raised an eyebrow, then looked over to Starlight Glimmer. It was obvious enough she bore the Element of Magic, and thus to her alone she would deign to speak. "Element Bearer... does this witless fool speak for you?" she asked, with a wave of her feathered wings, indicating Twilight. The Iron Mare frowned, already not liking this woman more and more by the minute.

"Certainly not, I speak for myself," Starlight said, flaring up her magic. A cerulean ring of glowing runes encircled her horn. "You trespass in this city and on this planet. You will leave now."

"Meaning get lost!" Twilight added.

"Yeah!" Fluttershy said defiantly. Then, when Cinch's cold gaze fell on her, meekly added "pretty please?"

"They exhaust me," Cinch complained to her counterpart. Sombra growled darkly, stomping the ground with his front hooves.

"Bring me the Element."

Already thirsting for a fight and eager to obey such a command, he started forward, ready to crush all four of them into so much smears on the pavement. The ground seemed to shake as Sombra stomped forward, taking his time of it. Let them see their doom coming.

The best way to battle a brute like him was with an equally powerful creature, so Twilight glanced back at Fluttershy. "Flutters, you want this one?"

Trying to hide under her pink mane, Fluttershy shook her head. "Uhm, no, not really..." she said, then drew in a deep breath, conquered her fears, and let her anger come to the fore. "But I guess I have no choice really..."

"It's alright, Shy... you've got this," Twilight said convincingly, trying to comfort her. "It's good to have you back."

"Uhm..."

Glancing back at her friend, Twilight frowned as she watched Fluttershy doing her darndest to get mad... but seemingly failing to 'hulk out' as the fillies were saying these days. Like flexing a muscle, she'd start to turn, bulk up a fraction or so, then release it whenever she stopped holding her breath. It would have seemed adorable... if they weren't being approached by a walking incarnation of destruction.

"Fluttershy, what's wrong? Where's the other mare?"

"I... I don't know..." she replied. "We uh... we've kinda been having a thing lately." She didn't really want to delve into the details right now.

"We don't have time for a thing!" Twilight reminded her. "That's a thing, right there!"

Punctuating her remark, Sombra swatted aside a chunk of debris as he began to pick up speed, snarling darkly.

She kept trying, but was met with equal lack of success. "I'm sorry!" Fluttershy protested. "It's like, like I can't, or she won't, or-!"

Twilight swiftly lay a wing over her panicking comrade, gently ushering her back. "Hey, hey, it's okay, really... you, watch her!" she commanded Sunburst, who nodded. Fluttershy scampered behind the wizard as Twilight took the fore, tapping a hoof against the plate of armor covering her chest. Instantly the armor broke apart, spreading, nanomachines spreading out as magical energy flowed through the metal, encasing Twilight in bright red steel. In mere moments, Twilight Sparkle had become the Iron Mare. Mark Eight.

Sombra loped forward, then picked up his speed further to a charge, snarling as he closed on Twilight. But she was more than ready, flaring out her metal-covered wings. Each tip had a miniature star designed into the metal, and the magic built up and flowed from each of them and towards her chest as she reared up on her hind legs. Seconds before Sombra reached her, a burst of intense magical energy shot forth and bowled over the black pony, sending him flying through the air towards his smaller counterpart.

For her part, Cinch barely flicked a wing, telekinetically knocking Sombra off course so she would be spared while he crashed into a nearby deli. She didn't even flinch.

"Fool," she muttered.

She threw a wing forward, feathers spread, and directed her next attack at Twilight, knocking the Iron Mare into the sky. Twilight swung around and flew into the fray, shooting blasts of energy from her armored horn. Abacus Cinch deflected, uprooting tree branches and building blocks to both attack and defend, making the whole landscape hazardous. Sunburst stepped forward, conjuring up a shield to protect himself, his mentor, and Fluttershy. Starlight glanced back at her, but she still wasn't transforming, either unwilling or unable to summon the hulk. As such, she was only so much dead weight, and the Mistress of the Arcane Arts needed to get her out of there.

"Miss Fluttershy, if your large friend won't be joining us," she said, flicking her horn in a circle in the air, then lightly stamped her hoof.

A portal opened up underneath Fluttershy, and she went crashing through, barely managing to flare out her wings before she landed rump first in the middle of the nearby park. Well removed from danger.

* * *

Twilight, meanwhile, had her hands full with Sombra as well as Cinch. The big brute charged into the fray, smacking the armored mare aside with one hoof, then following it up with a mighty charge that knocked both of them clear _through_ a building and out onto the other side. They crashed down into the middle of Golden Oak park, Sombra smashing into a carriage and knocking it over, while Twilight rolled to her hooves and flared out her wings.

Fluttershy poked her head out from behind a tree, watching the battle as it continued to unfold, unsure of what to do.

"Fluttershy, I could really use some backup!" Twilight called out to her, even as she teleported to avoid another blow from Sombra's horn. He picked up a carriage with it and threw it over their heads, smashing into the side of a building.

"I'm trying! Honest I'm trying!" she proclaimed.

Twilight nodded, well aware her friend would never try to hold herself back with others in danger like this. Catching sight of danger, she streaked forward, knocking Fluttershy out of the way of a dark crystal shard meant to impale her, and then swung around for another blast of elemental magic at Sombra, who deflected it with a crystal shield. The reflected energy instead sliced through tree branches, knocking more than a few down on Fluttershy as she cringed fearfully.

"Flutterhulk, please! Please we need you! Come out! PLEASE!"

"**NO!**"

For a brief moment, half of Fluttershy's face was that of the Flutterhulk, dark yellow and huge, if a bit monsterous. Long enough to exclaim a single word of defiance. The effort of which knocked Fluttershy flat on her flank as she immediately returned to normal, albeit exhausted, out of sorts, and confused beyond measure.

"What do you mean 'no'?! _WHY_?!"

* * *

When it came to geniuses, few compared to Twilight Sparkle. She'd mastered complex spells before she was out of the Academy. Disected and re-worked difficult algorithms in an afternoon. Read difficut tomes on ancient magics and advanced mechanics. _For fun_. And all of that genius had been poured into her latest, greatest armor, the Iron Mare Mark VIII.

Even so, she was having a hard time keeping up with Sombra, who was physically stronger, tougher, and seemed to be even faster than his massive bulk would suggest. He shrugged off her attacks and battered her out of the air each time she came around for another swing. Energy attacks that would tear through three inch steel armor plating he let slide off his back like so much rain water. Unstoppable Force had met Immovable Object, and it was only a matter of time before one was bound to give.

Eventually, it was Twilight. A massive swing of a hoof the size of her head swatted her out of the sky and sent her crashing through a tree, shattering into kindling. While uninjured, she was stunned by the blow, and Sombra took advantage of this to stomp the ground and conjur up some dark crystals, which engulfed her body in sharp spikes. She would break free, but it would take her a minute.

And he wasn't giving her a minute.

Sombra charged forward with a horrible roar, his blood red horn about to impale Twilight...

... when it came to a sudden jarring halt.

Interposed between the two was a young stallion, little better than a colt, who held off the shadowy monster pony with his _bare hoof_. A familiar looking colt in red and blue spandex and a web themed prevalent across his entire uniform.

"Hey there," he greeted non-chalantly. Then, glancing over his shoulder, made sure the Iron Mare was alright. "What's up, Miss Sparkle?"

Instantly recognizing the Spider-Stallion, albeit surprised he was here, Twilight's jaw dropped behind her faceplate. "Kid, what're you doing here?"

"Field trip to Canterlot," he started to explain, until Sombra seized him with his magic and hurled him aside, resuming his assault on Iron Mare. Fortunately, the precious few seconds had given Twilight time to regroup, and she blasted him with a fuschia wave of energy that sent the shadow king reeling.

"Uh, what's this pony's problem, Miss Sparkle?" asked Sandbar as he swung around for another pass.

_How to sum up all that had transpired thus far_? Twilight did her best to do succinctly. "Uh, he's from space. He came here to steal a necklace from a magician."

To Sandbar's credit... he'd heard stranger.

* * *

Wings fully extending, the pegasus Cinch levitated up a number of bricks from the streets below. A flicker of her feathers, and each was weathered down to sharp spikes of stone. Another flick, and they went hurtling towards the two wizards standing against her. She was undoubtedly very strong.

But Starlight and Sunburst's teamwork was stronger.

The latter opened a portal to absorb the hurling stone spikes, while Doctor Glimmer opened another and let them fly right back out... in the opposite direction. Abacus Cinch grabbed up a carriage with her mind to block the projectiles, catching more than a half dozen, but one streaked past and struck the side of her head, drawing blood. She snarled angrily. A flick of her wing and a fire hydrant burst from the ground, slamming into Sunburst and knocking him back. Seconds later, Cinch was flying through the air. Starlight caught her, but the bigger pony was vastly stronger, and had the advantage of momentum. Doctor Glimmer tried to roll and throw her off, but she rolled with her and flung both of them upside down into a wall. Then, before Starlight could respond, flung out her wings and brought them in close. The bricks in the wall began to roll over Starlight, trapping her against it.

"Your tricks are quaint," Abacus Cinch taunted smugly. "You must be popular with children."

Her hoof reached out to claim the Eye of Starswirl around the sorceress' neck, but it flared with bright amethyst energy, forcing Cinch to recoil in pain.

Now it was Starlight's turn to be smug. "It's a simple spell, but quite unbreakable."

"Then I'll tear it off your _corpse_," Cinch proclaimed, grabbing Starlight and hurling her to the ground.

Quickly trying to conjure up the power of the Element of Magic, Starlight's arms were equally quickly restrained by metal cables courtesy of Abacus Cinch. She landed easily, advancing menacingly as one coil wrapped around Starlight's throat, threatening to break her neck as it tightened.

"You'll find... removing a dead mare's spell... _troublesome_..." she choked out.

Cinch glared. "You'll only _wish_ you were dead," she promised.

The Sorceress Supreme passed out, unable to breathe, and Abacus cinch levitated a chunk of the ground to carry her. It might have seemed as if she was finally in possession of her goal, but Starlight wasn't out of tricks just yet. And neither was the Cloak of Levitation. It flexed, loosening the restraints, then took off flying, carrying Starlight easily despite her still being unconscious.

"No!"

Abacus Cinch flared out her wings and took off in pursuit like a bat out of hell, snarling dangerously.

* * *

Their pursuit through the skies of Ponyville did not go unnoticed, as the Cloak flew Starlight right past Twilight and Sandbar's life or death struggle with Sombra.

"Sandbar, that's the magician, go!"

"On it, Miss Sparkle!" he replied, shooting out a web line and giving pursuit. Abacus Cinch surged past, fanning her wings with a practiced, even casual ease. She didn't even bother to look back as she threw a telekinetic wave to knock a billboard at Sandbar. He flipped gracefully over it and continued to follow. Abacus Cinch furiously flung everything at the cloaked sorceress speeding away from her, knocking over lamp posts and tearing up streets for material, until finally one of them caught the tail end of the Cloak of Levitation. It dropped Starlight... just as a webline slung out and grabbed her in mid-air, saving her from a nasty collision in the streets.

"Gotcha!" proclaimed Sandbar. He proceeded to bring her in, anxious to get as far away from both of the monsterous ponies as possible. Alas, such was not to be.

A beam of light shot down from the alien vessel far overhead, at the command of Abacus Cinch. She was not going to lose her prize now. Starlight was drawn upwards, and unable to find proper purchase on another surface, Sandbar the Spider Stallion was quickly yanked up after her.

"Uh, Miss Sparkle! This elevator is going up!"

* * *

"Hold on!" she replied, locked in horn-to-horn combat with Somrba. His greater strength eventually threw her off. The great brute of a unicorn kicked her aside with his hind leg and then stomped the ground as he turned. Black crystals erupted out of the ground where Twilight fell, pinning her in place. Grinning, he charged her way, intent to impale her on his horn. He leapt...!

... and fell through a portal opened clean in his path by Sunburst, falling out the other side in the frozen wastes at the northernmost pole of Equestria. Snarling, Sombra turned back to the still open portal and charged towards it, but Sunburst timed his spell perfectly, and cut it closed seconds before Sombra's head fit through. Fluttershy scampered backwards as the tip of the horn landed dangerously close to her hooves.

Twilight burst out of the black crystals. "Sunburst, you just got yourself invited to my coronation!" she declared, then flapped her wings and shot into the sky, using the boosters on her hind hooves to give her more speed. It didn't take her long to catch up with the ship, though it was already climbing higher in the atmosphere, and she could still see Sandbar clinging to the side. That would be problematic.

"Owloicious, unlock 17-A."

* * *

The command confirmed by **O.W.L.**, triggering a remote controlled suit of her own special design to be launched from Twilight Tower, speeding past Twilight herself and up into the sky, homing in on the Spider Stallion Sandbar.

"Mister Sandbar, let go," she instructed. "I'm going to catch you."

"But you said to save the wizard!" he protested, his voice already strained. Unable to breathe, he yanked off his mask, which did little to help. The air was too thin. "I can't breathe...!"

"You're too high!" Twilight exclaimed. "Most pegasi don't even go this high, there's no atmosphere to breathe!"

Sandbar nodded dimly, clinging to the side of the ship with one hand. "Yeah, that makes sense..."

In an instant, he let go... not so much because he wanted to, but because he literally couldn't hold on any longer. As he fell, Twilight's invention sped past, slapping onto his back. Nanomachines and finely woven spells wrapped over him in a fine layer until he was covered in a new, sleeker Spider-Stallion suit, one that even featured built-in breathers for high altitude. Deftly flipping end-over-end on an instinctive level, Sandbar landed on all fours as he took in a deep breath.

"Wow... Miss Sparkle, it smells like a new carriage in here!" he breathed out in amazement.

She sped past him on her rockets, pausing long enough to give a salute. "Thank you for everything, top marks. Now let's get to work!"

He nodded, tossing out a web-line easily and drawing in the Iron Mare as she landed on all fours beside him on the heavy metal framework of the ship. Adjusting her horn settings, she fired a concentrated red laser from the tip to tear a triangular hole in the surface. With the vessel now open, the two of them climbed inside, looking for which way Abacus Cinch and her captive Starlight might have gone.

**O.W.L.** chimed in at the moment. "Message for you, ma'am."

"What, now?" _Of all the times_...

"It's young master Spruce."

_Oh right, Timber_. In all the excitement, Twilight had almost forgotten all about her fiancee. Awkward. She retracted her faceplate and blushed softly as she pressed a hoof to her ear, trying to hear better. Sandbar scouted on ahead, searching the next corridor while she linked up with her special somepony.

"Timber? You there?"

"I'm here," he replied, his voice coming through muffled and slightly static-y. Must have been interference from the ship. Or the altitude. Or both.

"Timber, you're coming in a little distorted... uhm... look, I'm sorry about this, but we miiiiight have to reschedule our afternoon reservation."

"Why?"

She looked around the vessel, alien and ominous looking. "I'm... going to have to take a little trip..."

"You're on that ship, aren't you?"

"Kinda, uh... yeah," Twilight replied.

"Look, I know you've got a job to do just... please be careful, Twi-... Twi-..."

The transmission was fading out. "Owl?"

**O.W.L.**'s voice wasn't much clearer, since his phylactery was located in of Twilight Tower, and wasn't designed for multi-planetary dispersal. In seconds, there was nothing but static. Angrily, Twilight turned it off. It was just them now.

"Alright, kid..." she said, snapping her faceplate back down. "Let's go save the magician."

* * *

With the battle over and the enemy ship retreating, Fluttershy made her way back to the wreckage to search for the wizards. She found Sunburst just climbing to his hooves, shaking off a nasty headache. But no sign of the Iron Mare, or the Sorceress Supreme. She did, however, brush aside a few loose stones to reveal a piece of marble with a trio of apple runes marking the surface. It was Twilight's runestone. The one she was going to use to contact Applejack. Glancing up, Fluttershy saw a glowing orange portal of magic, and Sunburst trotting halfway through it.

"What are you going?" asked Fluttershy.

"Oh, uh..." he started, pausing to adjust his glasses. "The Tower is unprotected, so if Doctor Glimmer isn't coming back I need to protect it. I'm sorry. What're you going to do? Can I help?"

A whine formed in the back of her throat, but Fluttershy barely caught it before it escaped her lips. She didn't want to sound quite so needy, but she was rapidly running out of friends, Grogar was still coming, and without the Hulk, she was starting to feel very alone and very vulnerable. She did have one option left, however. "I guess I'm going to make a call," she replied.

Sunburst nodded, and the gateway closed behind him as he vanished. Fluttershy gently pressed a hoof to the runestone and called on its magics.

"Hey, AJ... uh... it's me," she began timidly.

* * *

**Authors Notes:  
**Naturally, Sombra's losing his horn is reference to Cull Obsidian losing his arm. Too perfect not to replicate, especially since they both get theirs back.

Made a slight alteration to things here, but I figured Twilight is less likely to consider her mission suicidal, and less likely to spur help even from the young Sandbar. Thus, they go in as a team, rather than meet up as fellow stowaways later.


	4. The Guardians

Cruising through the cosmos, the _Colotorara_ (sometimes referred to as just the _Rara_) cut through the void like a knife through butter, maneuvering around a gas giant and speeding through the rings of a planetoid. Within, the ship was a colorful display of light and sound, as a disco ball hanging from the ceiling lit up the air, while music blasted from the loudspeakers set up on both sides. A cheerful bit of rock music from the planet Equestria, light hearted and fast paced. Which fit the Guardians perfectly. They were an odd bunch, to be sure. A pegasus pony from Equestria. A Daughter of Grogar. A griffin with a grudge. An adorable rabbit who could (and often would) just as soon blow you away as look at you. A DJ unicorn. And a hippie pony from the planet of Groot.

Yes, the Guardians were an odd bunch, but to Flash Sentry, they were family.

Especially after that whole mess with his father.

Cheerfully, he sang along with the next part of the song. And to his delight, Tempest was even bobbing her head and lip-syncing with the music, showing she was finally starting to relax and appreciate his Equestria tastes in music. Angel was fast asleep, snoring far more loudly than any rabbit had any right to, while Gilda was just rousing, grumbling angrily.

"Why are we doing this again?" she asked.

Tempest shot her a glare. "It's a distress signal, Gilda. Someone could be hurt."

"I get that but... why do _we_ care?" the griffin replied.

"'cause we're nice," their captain chimed in, all charming like. Being the only stallion in a crewful of mares had its advantages. "And maybe whoever it is will pony up a little cheddar cheese for our help," he added, rubbing his hooves together to indicate money. Gilda certainly approved.

Tempest didn't. "Which isn't the point," she grumbled.

Before Flash could placate her, Vinyl, sitting behind them, tapping his shoulder, and indicate the screen in front of him.

Catching her meaning, he nodded. "Ah, nearly there. Right, Guardians. Don't forget, this could be dangerous, let's put on our mean faces. Oh, and Gloriosa? Can you bring us out of hyperspace?"

The pink pony smiled. "I've got this!" she declared, reaching up to flick a switch.

The _wrong_ switch, no less.

Instead of decelerating, the ship gave an awful lurch, and then started to spin. Angel Bunny, knocked out of his seat, bounced up to the controls and hit the correct switch with his foot before hopping back down. Glorisa gave a sheepish grin as the ship finally did start accelerating.

"I swear..." Flash muttered, rubbing his forehead. But then he cut himself off as the ship fell out of hyperspace, and they beheld the devastation. Whatever it had been, the ship had been big, but it was blown to pieces. It was like flying through an asteroid field of broken metal and flying debris. And uncomfortably, more than a few bodies as well. Ponies frozen solid drifting through the void, silent screams trapped in their frozen throats as the _Rara_ maneuvered between them.

"Guess that puts the kabosh on our rescue effort," Flash said.

Angel Bunny glanced his way, and even the psychotic rabbit looked more than a little subdued.

Then he nearly jumped clean out of his chair when a pony smacked into the windshield. There was chaos on the bridge as the Guardians flailed randomly for a few minutes, scared or confused as the blue pony with the rainbow mane just hung there, suspended on the plexiglass of their viewport.

Then her magenta eyes flew open. She was still alive.

* * *

Moments later, she was unceremoniously dropped down in the middle of what Flash called their 'living room' on the central table.

"How in the hay is this pony still alive?"

"Doesn't look like much," Gilda remarked, poking and prodding the unconscious mare.

Tempest consulted a medical device, studying the reading on it as it ran up and down along the blue pony's form. "Well her body is intact, at least. She's been badly beaten but she's already recovering at a phenomenal rate. I imagine she'll be in perfect health within days."

Vinyl nodded in agreement, a hoof pressed against the mare's head. Partially telepathic but mostly empathic, Vinyl could sense emotions. When she looked up, they reflected in her sunglasses. The images there were not pretty: anger, loss, guilt. Flash reluctantly decided they needed more answers. Clear answers.

"Wake her up," he instructed the DJ.

She nodded, setting a jack inside the ear of the rainbow-maned pony, and clicking start. Whatever song she'd decided to pick, its effects were near instantaneous, as the blue pony launched herself out of sleep and into fight-or-flight mode instantly, wings flared as she rolling off the table. For a long moment nobody spoke, then her magenta eyes cleared, and Rainbow Dash came to her senses. On a strange ship, surrounded by strange ponies (and others).

"Who the hay are you guys?"

* * *

Explanations followed, along with introductions. Rainbow Dash, meet the Guardians of the Galaxy.

Tempest, however, explained the very worst of it. The fact that the Father of Monsters was seeking the Elements of Harmony, and had just plundered one from the Cloudsdale Princess.

"The entire time I knew Grogar, he only ever had one goal: to blanket the universe in darkness. To rule unchallenged and uncontested. To wipe out half the life, and let the other half suffer. On every world."

"Including my own," Gilda said gruffly. The sorrow of her lost family still weighed heavily upon her.

Tempest nodded. "If he gets his hoof on all of the Elements of Harmony... if he finds out how to use their power for himself... he could do it with a stomp of his hoof, like this," and demonstrated with a tap on the floor.

Hunched in the corner, blowing on some hot tea to cool it, Rainbow Dash glanced her way, suspicious. "You seem to know a great deal about the Grogar," she remarked, hoping to sound casual.

If they were going to play some game of half-truth and lies, Gilda put an end to that immediately. As blunt as a hammer, she spelled it out for the Cloudsdale ruler. "Tempest is the Daughter of Grogar."

And then the whole ship got quiet. Deathly so.

Rainbow shrugged off her blanket and advanced on Tempest angrily. For her part, the broken unicorn stood her ground, even managing to stand tall as Rainbow moved towards her with violence intent in her every move. Flash quickly moved to try and separate them.

"Hey, whoa, relax, she's not with him, she hates him as much as you do."

Rainbow brushed him aside with almost comical ease, then... sighed and nodded, patting a hoof on Tempest's shoulder. "Family can be hard... I know. Just before my own father died... well... it's not important. But I guess what I'm saying is... I can relate."

"We'll stop Grogar together then," Tempest agreed. "But that means we need to find out where he's going next, we need your help for that, Rainbow Dash."

"Rainbow Star," Rainbow muttered, already looking for something else.

"I thought your name was Rainbow Dash?" asked Gilda, confused.

"No, I mean Grogar is going to the Rainbow Star." It wasn't a well-known destination, though the Guardians had been there before. Sort of a Las Pegasus in space, the planet without a name that circled the aptly named Rainbow Star had lots of tourist attractions and games and rides... all for a price, of course.

"Why would he go there? It sucks," Flash remarked. His last experience there hadn't been a grand one.

"Because the Element of Honesty was recently left there with a pair of businessmen. The ones who run the entire star system."

Flash grimaced. If it was the ones he was thinking of... "Flim and Flam aren't businessmen, they're scavengers. Only an idiot would give those two an Element of Harmony."

"Or a genius," Rainbow retorted. Hiding something so Honest with a pair of shucksters would be just like her trickster sister. Though sometimes she was a little too clever for her own good.

"How do you know Grogar isn't going for one of the other Elements?" demanded Tempest.

Rainbow rolled her eyes. "Look, there's six Elements, right? Grogar already has the Laughter Element because he stole it last week when he ruined the Dragon Realm. He stole the Loyalty Element from me, destroyed my ship and murdered half my people. The Magic and Kindness Elements are safe, they're on Equestria with the Avengers."

"Avengers?"

"Uh, Equestria's Mightiest Heroes," she clarified.

"Like Donut Steel?" asked Gilda, remembering a story Flash had once told her.

The blue pegasus shrugged, not recognizing the name. "He might be on the team now, I haven't been back in a while. As for the Element of Generosity, well, no one living's ever seen that one... no one has any idea where it is. Therefore, Grogar can't get it. Ergo, logically, visa-vie... the Rainbow Star. You're welcome," she said, bowing her head theatrically once she was done with her explanation.

Her sister must have rubbed off on her more than she realized.

"Then we have to go there now," Tempest said.

Again, completely missing the point. "Wrong," Rainbow corrected. "Where we have to go... and by we, naturally I mean me... is the Frozen Grove."

"Frozen Grove?" asked Gilda, hoping she was joking. Angel and Vinyl shared a look.

"Yes, the Frozen Grove. North Pole of this icy little moon in... what was the name? Well it doesn't matter, I know the way. But only the Gift Givers can help forge the weapon I need to defeat Grogar," Rainbow explained. "There's no other choice."

"That might not be a bad idea," Tempest mused. "If legends are true, the reindeer make some of the most powerful, horrific weapons in all of creation... but if we don't go to the Rainbow Star and Grogar gets the next Element... he'll be too powerful to stop."

"He already is," Rainbow reminded them, not anxious for another bout against the mad goat. "Look, I'm going, and if..."

She paused as she felt something nudging her foot. The tiny little white rabbit was pointing at herself and Glorisa Daisy (who was, rather obliviously, paying no attention), and then back at Rainbow.

"Oh, you two want to come along?"

Angel Bunny nodded eagerly.

"Well then, guess the rabbit comes with me. The hippie too. The rest of you can try to stop Grogar or slow him down or whatever... but I am out of here," she said, stepping into the escape pod on the _Colotorara_.

"That's _our _pod," Flash protested half-heartedly. If anything, he might have been anxious to get rid of Rainbow Dash, she was starting to annoy him.

"Not anymore," Rainbow said, daring him to stop her. When he didn't, and Angel and Glorisa had climbed aboard, Rainbow grinned and bowed her head. "Fare thee well and good luck. Trust me, you're gonna need it."

With that, the three of them departed, launching the pod, leaving the other four Guardians dumbfounded.

_What the hay had just happened_?

* * *

Years ago, on a stormy, violent world.

Fizzlepop galloped like mad, looking for her mother and father, as the darkness seemed to follow her like a tidal wave. But this was no ordinary storm. More than the thunder crashing in the skies above, was the thunder of boots marching on the ground. Great huge, shaggy beasts in heavy black armor stomped through the village, smashing anything in their way, taking what they pleased, be it plunder or other ponies. Maneuvering around them, the pony sprinted through puddles of water, looking for her parents. She had to find them. She had to.

She drew up short, however, as one of the hulking beasts seemed to materialize right out of the rain, standing in front of her. He glared down at her with baleful blue eyes, but what truly terrified Fizzlepop was the sight of her parents. Her mother and father, a pair of unicorn ponies, lay broken in the rain, covered in mud. Neither was moving, neither was breathing. It was clear even to the young foal that there was no saving them now.

"NO!"

The hulking brute smashed its paw into the ponies head, knocking her so hard she spiraled through the air to smash into a stone wall. There was an almighty crack, and she blacked out almost instantly. When she came to, everything hurt, but nowhere more prevalent than her horn. It was broken, a cracked nub remaining while the tip sparked uselessly on the floor. Rainwater mixed with her tears as she climbed to her feet, unable to comprehend.

_Why_? she thought. _Why was this happening_?

An ominous stomping announced another coming, far too big to be a pony. Fizzleberry crouched down, bracing herself for another attack. Out of the storm a silhouette emerged, a great towering goat even bigger than the shaggy beasts ravaging her world, blur of fur and with cruel eyes. A pair of black horns swept back behind his head as he peered down at the puny pony before him. Fizzlepop glared up at him, and the broken horn sparked and sputtered as she tried to conjure up a spell. Something, anything, to fight him off. Her magic simple fizzled. Rather then be annoyed, however, Grogar found the attempt... almost amusing.

"This one is strong," Grogar said, leaning down to eye the little broken filly.

"We will take her with us."

On that day, Fizzlepop Berrytwist died... and Tempest Shadow was born.

* * *

What followed after that was a life of strife and pain. Tempest was alone, without friends. What family she had were twisted and ruthless, the Children of Grogar, the Father of Monsters. Only one had been in any way redeemable, at least to Tempest. In her own words, she had 'hated Tempest the least' of their siblings. But she had been no real sister to her either, despite their attempts. Tempest had been raised to become a warrior. A fighter, and a killer. What she lacked in a unicorns precision and grace, she made up for with brute force that made monsters twice her size think long and hard before they tried to fight her. And she won. She always won.

It was only when she'd found the Guardians, and the Element of Laughter, that she'd managed to find something missing in her life. A life she could truly live, not simply be consumed by vengeance. She would never be Fizzlepop Berrytwist again... but perhaps Tempest Shadow did not need to die knowing a life of nothing but pain and hate.

It helped she'd been able to destroy the Storm King in the process, robbing Grogar of one of his more monstrous children.

* * *

There was a clatter from the galley, and Tempest glanced up from her musings, her reflecting on her past. Flash stumbled into the room, trying to look nonchalant about the bowl he'd just knocked over. He was busy tying some explosives to his flank, no doubt gearing up for an encounter with Grogar. But he took the time to smile at her in that endearing, dorky way he did. So earnest, so free of darkness. Even after all that had happened with his mother, and later his father, he still smiled so easily and freely. And she found she could too, when he was around. He was the light to her darkness.

Which made this next part so much harder than it should have been.

"Flash... I need to ask you a favor."

"Yeah, sure," he replied, not really listening.

"One way or another... the path we're on leads us to Grogar," she explained, as much to herself as to him. "If things go wrong, and Grogar takes me... I want you to kill me."

That got a reaction. He paused in what he was doing, glancing up at Tempest. "What?"

"I know something he doesn't," Tempest went on. "If he finds out... everything we hold dear would be in danger."

"What do you know?" Flash asked.

She shook her head. "If I told you, you'd know too."

"Shouldn't I? If it's so important?"

"Only if you want to die," Tempest said solemnly, having no intention of letting that happen.

"Why does someone always have to die in this scenario?" he asked, still trying to find his loophole.

His third option, his win, his cheat. Tempest found it endearing, how whenever the universe dealt him a bad hand (and it did often) he tried to cheat. Or bluff. Or flip the table and shoot the other guy. But this wasn't something he could win, and neither could she. Not unless they killed Grogar first.

"I need you to trust me on this," she said, her hoof coming to rest on his shoulder. "Promise me."

Flash hemmed and hawed, unable to bring himself to do it. "I mean... I'd like to..."

"Swear to me," she told him, hoof tight on his shoulder. "Swear to me on your mother."

There were few higher deities in Flash's personal faith than his mother, who was an angel and saint (moreso after he'd had the misfortune of meeting his birth father) and so to swear that was a promise that was downright unbreakable. He could tell Tempest Shadow really meant this, needed this, and so there was only one thing he could say:

"Okay," he agreed. "I promise."

With that, the tension seemed to dissipate, flowing out of Tempest, and she relaxed. Even allowed herself to be pulled in by Flash's gently hoof on her cheek for a kiss as the two savored this rare, quiet moment.

The quiet before the storm.

* * *

**Authors Notes:  
**I skipped over Grogar's conquest of young Tempest home, showing only he took her in to try and make her a weapon, not a daughter. No leather pants for this Thanos expy. Grogar is the villain of the story, end of story.

The Guardians were some of the hardest casting choices to make in the story. The Avengers? Mane Six, easily. Some of the periphery Avengers? Big guest stars like Starlight and Derpy. Villains? I had an abundance to choose from. But the Guardians? I kinda wanted to use another group for them, like the Pillars, or the Young Six, or maybe even the Cutie Mark Crusaders (plus some). In the end, they became something of a smorgasbord of characters. Flash, however, I instantly knew I wanted as the Star Lord. He's that perfect mix of lovable and hatable when it comes to the franchise.

Tempest Shadow I decided on for Gamora because I needed a badass in their team, but realized belatedly her backstory of being the right hand of the Storm King made her perfect to serve under Grogar for similar reasons.

If I regret any casting choices, I might possibly regret Angel Bunny as Rocket Racoon. If only because of a lack of dialogue. I struggled whether or not to let the psychotic little rabbit just talk to make the role easier, but in the end, decided not to, and just bypassed Rocket's conversations or gave a lot of his dialogue to other characters. Ditto with Glorisa Daisy, though I kept her amusing, annoying phrase to compliment Groot's. Then I did the same to Vinyl, and nearly relegated all the Guardians to the silent types, and not on purpose. Thank goodness a fanfic I can use text a lot more in place of dialogue a movie would be dead without.

Rainbow Star is a self-made creation, loosely based on some areas in Equestria like the Rainbow Falls. I needed somewhere for my Knowhere, and Las Pegasus didn't quite fit as alien enough.


	5. Broken Armor

Back in Equestria, in the middle of the sandy region of Somnambula, at a quaint little hotel, two ponies watched the falling rain. Such weather was rare in the arid land. A pink alicorn reclined on the bed, restful and relaxed, even reflective, while her consort, the ivory unicorn stallion with blue mane, paced nervously by the window, watching the storm. At his chest, just over his heart, a gemstone was embedded in his flesh, a pink heart-shaped crystal. It flared briefly, and he paused his pacing to clutch at his chest with a hoof.

"Shiny?" asked Cadence, the pink alicorn. She trotted over to him from the bed. "Are you alright?"

He nodded, his expression still deeply troubled. "It's as if its speaking to me..."

"What's it saying? What do you hear?"

"... I'm not sure," he admitted with a grimace. "It's like... trying to speak griffin when you only know the dragon tongue. It's more a... feeling than anything else. The tone more than the words."

She gently laid her hoof over his the element, and concurrently where his heart would be if he'd been a true flesh and blood pony like her. "Then what do you feel?"

"What do _you_ feel?" he replied, laying his hoof over hers.

Smiling at his cheesy (if romantic) gesture, she did concentrate. Focusing her considerable psychic and mental powers on Shining Armor, and the Element of Kindness embedded in his chest. After a moment, her eyes opened, and she smiled beatifically.

"I only sense you, and you already have more than enough kindness in your heart," Cadence asid with a smile. One he returned freely, leaning forward, rubbing the tips of their horns against one another in a loving fashion.

* * *

They spent the remainder of the evening together, most of it in bed, enjoying room service and having no desire to do anything except share in one another's company. These fleeting moments were all too far and few between. With Shining Armor a registered member of the Avengers, and Cadence technically a criminal member of Applejack's group, by the Pillar Accords he was legally obliged to arrest her on sight. Lock her up, throw away the key. Or banish her then lock her up, then throw away the key. But even if directly ordered to do so, right here and now, he couldn't bring himself to do it.

What he and Cadence had was special. Ever since he'd saved her from the crashing, cataclysmic volcano island of Rookhoof. Before it had been obliterated by a demented hodgepodge of limbs with a god complex called Discord.

The day her brother had bit the dust. Saving their archer comrade.

_How things had changed_, he mused, as he held the sleeping mare close to his heart. The pink jewel at chest hummed in seeming agreement.

* * *

The next morning, they were checked out of their hotel and on their way. Their romantic rendevuez was coming to an end, and Shining Armor had to make his way back to Twilight Tower and rejoin the remaining Avengers. A short while from the train station, Shining seemed to slow his trot, glancing over at Cadence thoughtfully.

"What if I missed the train?" he mused aloud.

"We could get an early lunch," Cadence thought aloud. "There's another train..."

"What if I missed all of them? What if... this time... I didn't go back at all?" he asked, gently turning to face her, for once completely serious. "What if I just stayed... with you?"

Flattered by the romance in his tone, Cadence none the less stuck to the practical reply. "You gave Sparkle your word you'd return," she reminded him. While Shining Armor was like family to Twilight, considering his origins (they even thought of one another as siblings), technically she was his boss when it came to all things Avenger.

"I'd rather give it to you," he said. And again, somehow made that cheesy line sound earnest and romantic with seemingly no effort at all. "I love my little sister as much as the next big brother... but I also love you."

She was flattered (what mare wouldn't be?) but again, she had practical concerns. "I have ponies expecting me too," she reminded him. "I can't just up and vanish. We both made promises."

Like Twilight Sparkle, Applejack had deduced early on (probably with a great deal of help from Rarity) that Cadence and Shining Armor had been seen one another behind both their team's respective backs. Finding the whole thing romantic in a 'Juliet and Romeo' sort of way, the White Diamond had convinced Captain Equestria to go along with it, and reluctantly she had. With stipulations that Cadence kept in touch and checked in every so often.

"Cadence... I know we don't talk about it... the future frightens me too. The uncertainty. The unknowing. Whenever we've come together these past two years... we've focused on the now. The time we have together. But now... now I want more than that. I want a future. And whatever future it is, I want to spend it... with you."

She wanted to say yes. So desperately, so insistently, yet... she couldn't bring herself to do it.

Because at that moment, a dusky gray pony passed by, pulling out an article of the latest newspaper from a stand just beside where the two of them stood. As he pulled away, she saw the article on the next page: **Iron Mare Missing. World on Fire. Is this the End?**

Shining Armor saw it too. And knew.

"Sis.. so this is what the Element was warning me about," he realized. "A warning of kindness." He took her hoof in his and kissed it. "I have to go."

"No," she protested, squeezing his hooves in hers, preventing him form leaving. "Shining Armor..."

"I have to," he said. "Ponies are depending on me. My L.S.B.F.F. might be in trouble."

"I don't want you to go. If this is true, maybe going isn't the best idea. Especially alone."

"Cadence, I..."

Whatever he was going to say got cut off as a sharp glaive pierced clear through his body, only narrowly missing the Element of Kindness (and his heart) as the wicked sharp blade erupted out of his chest. He gave an anguished cry as a hideous creature rose up behind him, dragging Shining Armor off of his hooves and into the air, crying in agony. There was a fluctuation of magical energy along his coat as it shimmered, nearly losing cohesion.

Startled but quick to act, Cadence prepared to blast the monster behind her Shiny with a blast of fuschia energy, when something bright and green slammed into her. She was knocked to the cold ground just as Shining Armor was thrown from the glaive in the same fashion, sprawled out beside her on the Somnambulan sands.

Their two assailants towered over them. The first was a horrible mismatch of limbs that could have given Discord a run for his money, with an ape-like body, the face of a dog, and a fifth hand on the end of his monkey-like tail. Various sharp instruments of murder dangled from his sides, strapped to his body with leather belts and bandoliers. The one beside him was no less hideous, a tall dark changeling, a good foot and a half taller than either of them, with a spotted, hollow figure and stringy dark blue hair. She bared a pair of vicious fangs and hissed at them, showing a pair of fangs.

Chrysalis and Ahuizoatl, the Children of Grogar.

"Give us the Element," she hissed. "And die."

Shining briefly wondered if they meant to say '_or_ die' but then realized no, no they really didn't. He staggered to his feet, trying to find the strength to fight, but he felt drained, weakened. The glaive now laying on the ground was stained in his blood, but he realized it must have been magical. No natural weapon created in Equestria would've been able to hurt him quite so severely. Not so similarly hampered, Cadence threw down a barrage of pink energy, blasting back both Chrysalis and Ahuizoatl, sending them shasing through the nearby shop and overturning a fruit cart. Without hesitation she galloped to Shining Armor's side and helped him to his hooves, and the two of them made to reteat down a nearby alleyway.

"The weapon... I couldn't stop it..." he breathed heavily.

"How is that even possible? Your shield..."

"I don't know-aaaah..." he collapsed, leaning against the wall, as Cadence ran a hoof over his wound, trying to stitch it up with her magic. "I'm beginning to think we should've stayed in bed," he grunted, trying to smile, trying to make light of the situation.

Despite herself, Cadence managed a smile too... which vanished as a shadow fell over them.

Ahuizoatl dropped down from the nearby building rooftop, pushing Cadence away with his fifth limb and grabbing Shining Armor with his upper arms. With a leap of his back legs he hurled the magical unicorn and himself onto the rooftop of another Somnambulan building, this time very near the central market place. Cadence galloped after them, fanning her wings, preparing to take flight, when an emerald blast of energy knocked her back down to earth, and she barely had time to roll out of the way as Chryalis stomped the ground where she'd just been. The two locked horns, glaring at one another as they fought one another fiercely.

Pinning Shining Armor against the wall of a building, Ahuizoatl leaned in. "Surrender the Element to us, and she lives..." he taunted.

A hoof smacked across his snout, driving the beast back as Shining Armor declined his offer and fought on. A ray of pink energy wrapped itself around his horn, and he let loose a massive burst of energy, fueled by the powerful Element in his chest. However, Ahuizoatl had come prepared for this, and threw up a hand, some sort of dark wristband there flaring out into a shield. The energy warped against the strange, alien metal, veering off in all directions, tearing through the landscape. Worse, Ahuizoatl positioned himself and the shield thusly as Shining Armor kept up his assault, then flicked his wrist and sent the energy _right back _at Shining Armor. He slammed into a wall, collapsing.

Cadence shook off Chrysalis and glanced up at the rooftops as she heard an anguished cry. Shining Armor.

Sending another blast that knocked the dark changeling into another building, Cadence flapped her wings and launched herself into the sky, right behind Ahuizoatl as his monkey paw grasped at the Element of Kindness, intent to tear the pink crystal heart from Shining Armor's chest.

"Hoofs off!" she declared, and hurled a blast of energy like a buckball at him.

Ahuizoatl caught the blast with his face, smashing through a glass window. Cadence swiftly gathered up Shining, throwing an arm over her shoulders and flaring her wings. She took flight, awkwardly, because she was carrying his weight as well (and if she was being generous, for an artifical being made of magic, he was a little on the heavy side) but she managed to keep in a straight line. Which may have been to her detriment, because Chrysalis exploded out of the nearby store and fired off a beam of emerald energy from her twisted horn, nailing Cadence right through one of her wings, singing her feathers. She and her unicorn lover went crashing down back to earth, narrowly avoiding a near landmark before they came smashing through some glass near a train station platform. Cadence threw out her hooves, using her magic to catch herself and Shining seconds before they impacted the ground. It was a rough landing, but as any pegasus could tell you: any landing you could walk away from was a good landing.

Stumbling back to her feet, Cadence gingerly inspected her wing. The inner feathers were blackened, though the bones and musculature had been spared a direct blow. She would recover, but the Pink Witch wouldn't be flying for a bit.

"We have to go," she said, trying to push Shining to his feet. He stumbled, unable to support his weight, slumping down against a nearby railing on the platform. "Shining, come on."

He shook his head, his breathing shallow. "Cadence, no... you have to go. They'll kill you."

"I'm not leaving you," she replied firmly.

"Please," he begged her.

"Get up," pleaded Cadence, just as desperately.

"I can't," he replied, clutching at his chest. The wound may well have been mortal.

There was another shattering of glass as Ahuizoatl and Chrysalis dropped down through the ceiling. The dark changeling padded towards them with a wicked leer, while the freakish mis-match of limbs loped beside her, drawing a knife with his tail hand, waving it back and forth ominously.

Glaring, Cadence drew herself up, flaring her wings. Her eyes glowed with pink energy as power surged through her. The power of kindness, the power of love. A train whooshed past her, stirring up her purple and blonde mane, but its passage drew the two Children of Grogar to a halt. Chryalis, in particular, watched in some tredpitation. And she wasn't worried about Cadence.

Risking a glance over her shoulder, Cadence saw someone knew had entered the fray. A shadowy silhouette on the opposite platform.

Growling, Ahuizoatl threw his knife...!

... and the other pony _caught it_ between her two bare hooves, sharp tip inches from her muzzle. Holding the weapon, she trotted into the light, stepping into view. The familiar face and form of Captain Equestria, Applejack, formerly of the Howling Crusaders, formerly of **B.A.R.D.I.N.G.**, formerly of the Avengers. But still, beyond question or doubt, a hero.

Cadence breathed a sigh of relief. Her friends were here.

As if to punctuate that thought, Braeburn came swooping from on high, smashing into Chrysalis and sending her sprawling on the ground. Though an ordinary yellow earth pony, like his cousin AJ, he wore a flight harness that simulated the movement of pegasus wings, almost as good (if not better) than most pegasi themselves. And while he dealt with the dark changeling, Rarity came galloping across the platform to intercept Ahuizoatl, knocking him across his face with a hoofjitsu move that left him speechless. Chryalis snarled, knocking Braeburn aside, and charged forward to impale Rarity on her horn, but Applejack was already in motion, vaulting over the platform and slamming her hind hooves into the dark changeling, knocking off her blow and letting her horn drive deep into Ahuizoatl's stomach instead. He roared in anguish as Braeburn smashed into both of them, bowling the two brutes over. Ahuizoatl collapsed onto his side, breathing heavily, while Chrysalis gave a hideous hiss and skittered over towards him protectively.

"Get up," growled Chrysalis, trying not to look back and take her eyes off her enemy.

"I can't," Ahuizoatl replied, clutching at his chest. The wound may well have been mortal.

Rarity stepped forward, all grace and charm but with a vicious streak just underneath the surface. She spelled it out for them: "We don't want to kill you both. But we will, if we have to."

Chrysalis snarled. "You will never get the chance again," she said, tapping a talisman hanging from her neck. A bright beam of energy shot down from the skies above, wrapping about of the monsters, and teleported them away. It also yanked Ahuizoatl's knife out of Applejack's grip.

"What the hay?" she muttered.

With their enemy defeated and the threat gone, Applejack and her ragtag team turned to the Shining Armor, who was climbing to his hooves with the aid of Cadence by his side, supporting him.

"Thank you, Captain," he said, truly grateful.

She just nodded. "Let's get you to the zeppelin."

* * *

Loading them all into the stolen zeppelin didn't take too long, even with Cadence fussing about Shining Armor, lying on a cot in the back of the vessel. Rarity was with them, alternately fussing just as much over the stallion or else chewing out Cadence for having missed their rendevuez check-in. Demurely, of course. A true romantic at heart,  
if anyone could understand a desire to skip away with a loved one for an evening or two truly alone, it was Rarity.

"So where to now, Cap?" asked Braeburn, taking the wheel.

Applejack didn't reply for a long moment. She considered her options, strategizing. Given the attack, coupled with the incursion in Ponyville, and the loss of Iron Mare, they didn't have an abundance of options. What they needed now was intel, resources, and a base of operations. Being fugitives on the run, they wouldn't find that hiding out in Somnambula. Really, there was only one place they really could go:

"Home," she finally said.

* * *

**Authors Notes:  
**When it comes to couples, Friendship is Magic is very touch and go (nevermind what the fans insist on or fantasize about), lots of ship teases and potential, but few confirmed romantic entanglements. So when I had to pick a Vision and Scarlet Witch, it was almost a no-brainer to go with Cadence and Shining Armor, one of (if not the only) confirmed married couples in the entire franchise (besides parents, of course). I briefly considered using Discord as Vision, but it wouldn't have worked nearly so well personality wise.

I also couldn't come up with a suitable Quicksilver to pair with Cadence, so picture it whoever you want, they won't be showing.

Applejack as Captain Equestria was a no-brainer. Rarity was easy to make the fabulous White Diamond (doesn't seem fair to call her a widow). I had more than a few choices to make with Falcon's pony actor, but ultimately went with Braeburn because of a close link to Applejack, her favorite cousin. Why not Big Mac, you might ask? You'll see him later in the story, in a much more fitting role (I feel). It helps most of her connections are earth ponies, and thus a flying harness is justified.

Unlike the weak acronym I came up for with **O.W.L.**ocious, I have nothing when it comes to **B.A.R.D.I.N.G.**, the SHIELD Agency of this amalgam universe. I just thought the name sounded appropriate since it refers to real world horse armor.


	6. Cold Blooded

On the edge of known space, in a distant corner of the galaxy, the Rainbow Star system was a popular if little known destination for entertainment and indulgence. Sometimes in excess, which cast a darker light over the brightly colored theme park on the lone planet circling the aptly named Rainbow Star. Dropping down into the atmosphere, the _Colotorara_ and the Guardians noticed right away things did not seem right. The parks had gone quiet, the lights had gone out. None of the rides were moving. Everything was dark, even the bright colors were muted and subdued.

"This place looks deserted," Flash said, easing on the throttle to lower them down to a landing strip.

A soft beep drew Gilda's attention to her console. "I'm reading movement in the third quadrant, near the fun house. The only movement, far as I can see."

"Alright, we'll set down there."

* * *

The _Colotorara_ eased into place with the grace of a trained acrobat, and the four Guardians slipped into the dark and quiet amusement world. The sky overhead was dark, the Rainbow Star itself seemed subdued, as they made their way through the streets and amidst the myriad entertainments towards their destination. As it turned out, it was exactly what Flash thought it would be: the home of Flim and Flam.

The doors were open, and they slipped inside. Some of the containment cells were damaged (there was no sign of that pesky cat from their last visit) and they caught sight of movement at the far end of the room. Using the furniture as cover, the Guardians moved in closer to see what was going on.

And there they beheld Grogar, the great goat, navy blue furred and standing taller than all but the mightiest of beings, with huge black horns curled in on themselves and a short, stubby white beard. He was pounced on a pair of unicorn ponies, keeping them securely pinned under his massive hooves. Both unicorns on the paler side of yellow, they were tall and gangly looking fools, and distinguishable largely by the fact that one had a moustache, and the other did not. Flash honestly couldn't even remember which was Flim and which was Flam. He doubted it mattered. It certainly didn't matter now, with Grogar crushing them underneath his hooves.

"... two would sell your own mother if it would add to your pathetic little collection. Now I know you have the Element of Honesty... a fitting addition to the den of a bunch of liars. So I suggest one of you start telling the truth about where it is. Giving it to me will spare you a great deal of suffering."

"Well, hypothetically..." started Flim.

"Theoretically..." added Flam.

The pair of them winced in unison as Grogar increased the pressure. "We don't have it!" they cried out together. "We sold it!"

"Now why do I have trouble believing that?" asked Grogar menacingly.

"Why would we lie?" asked Flim. "What would we gain from such deception?"

"Doesn't seem conductive to our future health, does it, brother?" added Flam.

Grogar just grinned at that, his fetid breath washing over the con artists. "So you _do_ understand."

_Well this was certainly a development_, thought Flash. _If they could get the Element before Grogar_... _then maybe_...

He was halfway through developing a plan (admittadly, one of his usual reckless, haphazard, chaotic sorts of plans) when he glanced back, and spotted Gilda... saw the expression on her face... and remembered. She had a vow to end Grogar's life in a painful manner, and the expression on her face left little doubt she was planning to do just that.

Right now.

"Today... I feast on the heart of a goat," Gilda declared, stalking forward.

Flash spotted her about to ruin his carefully laid plan (once he had one) and moved to intercept.

"Wait, wait, not yet!" he pleaded, whispering as loudly as he dared. "Gilda, wait! He doesn't have the Element yet. We can get it, then we can stop him with it. We can get the drop on him first, but we need the Element of Harmony to even the odds. C'mon."

Gilda scowled, then shook her head, raking her talons against the floor. "No. He dies... today... for Gruff... for Gabby...!"

Before the griffin girl could charge into the fray, a pair of headphones slapped onto the sides of her head, and Vinyl put a hoof to her lips. The magical music instantly knocked Gilda out, and she slammed onto the ground with an ominous clang. Vinyl, Tempest, and Flash quickly hid, even as Grogar glanced up suspiciously at the noise.

Flim and Flam spared a glance at one another, but Grogar didn't even spare _them_ a further thought as he grabbed up the pair of them and hurled them into one of their own specimen containers, locking them inside. It bought the Guardians a precious few moments with which to plan.

"Okay, Vinyl, Tempest, you two go right..." Flash whispered, indicating the appropriate direction with his wing. However, glancing up, he saw Tempest was already in motion. And not in the way he wanted. "Your _other_ right!" he whispered as loudly as he dared.

Tempest vaulted over one storage container and into the fray, swinging her rear hoof around in a classic sweep that struck Grogar in his back hoof, forcing him to kneel. Tempest followed it up by deploying a blade from her forehoof, slashing it across Grogar's throat just above his bejeweled necklace then impaling him through the heart with the same weapon. Blackish goat blood splattered onto the floor as he collapsed, clutching at his throat. He tried to say something, but it was gargled in his own blood as he flopped bonelessly onto the metal grating.

It was over.

"Well... that was quick," Flash remarked, still tense, half-expecting a trick.

The Flim and Flam brothers, however, were quickly joyous at the turn of fortunes, and began clapping their hoofs together in joyous exultation, ignoring how dispondant Tempest looked.

"Magnficient!" cried Flim.

"Brilliant!" added Flam.

"Stupendous!" they declared together.

She ignored them, sighing heavily, her eyes closed as she felt a tear run down her cheek, along the scar there. She'd wanted this, needed this, for as long as she could remember, yet having finally ended Grogar... she also couldn't help but be a little sad. Such vengeance didn't feel as fulfilling as she'd hoped it would be. It felt empty instead.

It was over.

Except...

... it wasn't.

"_Reality can often be disappointing_," came Grogar's voice, seeming to echo from everywhere and nowhere. "_And the truth can hurt sometimes. But now_..."

As the voice continued to reverberate across the planet, a wave of orange fire seemed to wash over the landscape, changing it. Gone was just ruin and wreckage, replaced by chaos and fire and destruction. Gone was the corpse of Grogar, vanished into so much ash. The true reality of the Rainbow Star. Not simply abandoned, but destroyed. Grogar had ravaged it like he had so many worlds before it. As the wave of light washed over the Flim Flam brothers, the two of them tipped their hats and simply vanished. They'd never even been here to begin with. It was all illusion. Or rather, altered reality. And as the final curtain drew back, the_ real_ Grogar trotted over as casually as you please. And there, at his throat, the necklace shined with the beauty of _three _Elements: the ruby lightning bolt of Loyalty, the blue balloon of Laughter, and now the topaz apple of Honesty.

"... it can never again hurt _me_."

Tempest trembled as she gazed up at him. "You knew... you knew we'd come."

He nodded. "I counted on it, my little pony. You and I have something to discuss."

She dived for a weapon, but Grogar was on her in moments, tugging her back by the neck and rendering her harmless.

"**GROGAR**!"

Now wide awake, Gilda hurled herself forward, but Grogar barely spared her a glance. The orange apple at his throat flared, and in an instant, Gilda burst apart into a shower of feathers, as if someone had just slaughtered a dozen pillows. There was a gasp from Vinyl, and then Grogar did the same to her. She gave a silent scream as her body distorted like static and she seemed to burst apart into living sound, before vanishing into the ether.

Unsure if he had any better options, including retreat, Flash came out from behind his cover, wings up, weapons aimed. If nothing else, maybe he could throw Grogar off with a bold attack. "Let her go, you sheep shagger!"

"Ah, the coltfriend..." Grogar said dismissively. He didn't even bother using the Element against Flash, he seemed completely unconcerned about the weapon pointed at him, or the pony doing the pointing.

"He's not my coltfriend!" Tempest declared angrily.

"Naw, I like to think of myself more of a goatslaying long term breakup buddy," Flash retorted.

"Flash..."

"Now you let her go, or I am going to blow those horns clean off of your head!"

"Flash!" Tempest repeated, her voice keeping even, even as she trembled in the goats grip. "Not him."

Realization set in.

The promise.

"No..." he started to say.

"You promised!" she reminded him, her voice choking on emotion. Emotion she rarely let anyone see.

"He won't do it," Grogar predicted. "He's weak. Another frail minded equine with no stomach for murder."

As if to prove his point, he shoved Tempest forward, right into the path of Flash's weapon. Well aware of the damage he could do at this range, he glanced up at Grogar, then back at Tempest. His wings froze, his feathers trembled, he couldn't bring himself to pull the trigger.

"Go on then, boy... show us what you're capable of..."

On the verge of tears, Flash desperately tried to make light of the situation. "I told you to _go right_," he pleaded with Tempest Shadow.

Understanding what he really meant, Tempest nodded, breathing out, then closing her eyes, accepting her death with all the dignity she could muster.

Flash flinched, but after a tense moment, pulled the trigger on his Elemental Blaster...

... yet all tha emerged from his weapon were a few bubbles. And then the whole thing evaporated into them as he watched in astonishment. The orange Apple glowing at Grogar's thought explained why. The Element.

Grogar grinned, pleased with the pegasi's ruthlessness. "I like this one," he said, sincerely complimenting the young colt. Seconds before he opened a crimson rift and yanked himself and Tempest Shadow through it. Flash leapt towards them, but could not get to them in time. The portal closed, and they were gone. And he was left in the wreckage of the doomed planet of Rainbow Star, as Gilda and Vinyl desperately attempted to pull themselves back together. Fortunately, it seemed the power of the Element in Grogar's hold was temporary. Honesty had to win over lies, and they were slowly being restored fully.

But they'd lost both Tempest and the Element.

This was not going to be one of the Guardians' better days, evidently.

* * *

Back in Equestria, the zeppelin arrived in Ponyville, at the school Twilight had been working on. Within, her most loyal assistance Spike the dragon was busy at work. Or rather, he would've been, if he wasn't deep in conversation with one of his least favorite people in the world.

Defense Chancellor Neighsay.

"Still no word concerning Shining Armor?" inquired the Chancellor. His image was distorted and glowed with magic, he wasn't really here at the school, but projecting himself from far away at his own headquarters. Spike was glad, otherwise he might've been tempted to set his cloak on fire.

"... no, we lost touch with him a few hours ago," the young dragon responded, keeping his tone neutral.

"On a stolen zeppelin with four of the world's most wanted criminals," Neighsay pointed out. As usual, he seemed intent to blame Spike and the rest of Twilight's team for any perceived flaws or problems. Nevermind they had bigger monsters to fight, and Spike was getting tired of this rhetoric.

"You know they're only criminals because YOU have chosen to call them that, right?"

Neighsay rolled his eyes. "Ye gods, dragon, your talent for horseshit rivals that of an _actual _pony."

Spike let the racial slur (nevermind the cursing) slide. "If not for those Pillar Accords, Shining Armor would've been right here. And more besides."

"I seem to remember your signature on those Accords," Neighsay pointed out, his magical hologram trotting over to Spike, looming over him. The smaller dragon stood proud, however, even as he felt the steel spikes on his spine twinge, and his newly lined metal wings ache. The pain of his crash was not easily forgotten.

"Yeah," Spike agreed. "And pretty sure I paid for that."

That brought Neighsay up short. The dragon's tone was dangerously mutinous. "You're having second thoughts?"

Spike just grinned. "Not anymore," he promised.

The two of them looked up as the doors swung open, slamming hard against the frame. The noise alone would have been enough to draw their attention. The ponies who filed in afterwards were more than enough to keep it. Applejack, Captain Equestria herself, was at the fore. She dipped her head as politely as she could to the pony who'd arguably ruined her life and the lives of her friends.

"Chancellor."

Neighsay glared, decidedly displeased to see them. Any of them. "You've got some nerve," he all but growled out.

"You could use some of that," Rarity retorted as she trotted up beside Applejack, reminding him of the situation.

He wasn't convinced. "The entire world is on fire... and you all just trot back in here, and think all is forgiven?"

"We ain't looking forgiveness," Applejack stated, her voice measured and calm, just like it always was. "Ahn ah for one ahm way past askin' for permission. Equestria just lost its best defendah... so we're here to fight. Ya'll get in our way? We'll fight ya'll too."

Not one to back down from a fight, even when it was in his best interests (some would say_ especially_ in his best interests), Neighsay turned to Spike. "Arrest them," he said through gritted teeth.

Spike made a pointed glance at the others in the room. The fugitives who, in a heartbeat, could smash him into much paste. Especially without his armor. Then he smiled, but it wasn't a sincere smile. "All over it," he said sarcastically. Before Neighsay could say another word, Spike waved a hand right through his illusionary projection, cutting him off. He was gone in seconds.

"Good to see you again, AJ," he said, extending a clawed hand.

Applejack shook it, grateful to see no linger animosity. Spike likewise held none for Braeburn as he approached, helping to carry and support the still damaged Shining Armor. Cadence lingered as closely as she could without appearing to be hovering. But even she looked a little rough around the edges.

"Well, you all look... pretty terrible," Spike commented.

"I think they look great," came another voice, from the far end of the room. Fluttershy trotted out, her long pink mane half-hiding her face. "H-hi everyone... it's me... I'm back too."

The two groups looked at one another, unsure of what to say.

"... this is awkward," remarked Braeburn.

* * *

They took the time to compare notes. Spike called up another magical three-dimensional image, this time of the alien assassins who tried to destroy Shining Armor and take his Element. The ones who'd identified as Chrysalis and Ahuizoatl. To say neither looked pleasant was an understatement.

"So we have to assume they're coming back," he remarked, not imagining they'd give up easily for such a valuable prize.

"And they can clearly find us," Cadence added. The timing was far too close to the attack on Ponyville. And from what Fluttershy had told them, the Element of Magic had already been lost in it. Now they only had one way to stop the Grogar. The situation was looking more grim by the minute, but Fluttershy knew the worst was still to come. She knew Grogar was coming.

"We need everyone here," she said, realizing they were at least one Avenger short. "Where's Derpy?"

Rarity grimaced. "After the Accords mess, she and Pinkie took deals from the government. It was too hard on their families, so they're on house arrest now."

"Who's Pinkie?"

"Ant-Mare," Applejack supplied her superhero moniker.

That brought Fluttershy up short. "There's an Ant-Mare _and_ a Spider-Stallion?" She loved animals as much as the next pony, but bugs could still creep her out more than a little. Still, she shook her pink mane and focused on the important thing. She needed them to know, needed them to understand. "Okay, look... Grogar has the biggest, meanest, most powerful army in the entire universe. And he is not gonna stop until he... until he..." she trailed off, unable to voice it.

"Until he gets Armor's Element," Applejack supplied, finishing the awful thought. Fluttershy nodded numbly.

"Then we have to protect it," Rarity chimed in, already halfway through any number of defensive measures. Ways to hide Shining Armor, ways to protect Shining Armor. But the stallion chimed in from his place by the window.

"No," he said. "We have to destroy it."

All heads turned his way, eyes on him. None more horrified than Cadence.

But he pressed on. "I've been giving a good deal of thought to this thing on my chest," he said, indicating the pink diamond heart. "Not just its nature, but also its composition. What it's made of and how to... un-make it. I think if it was exposed to a... a sufficiently powerful source of magic... perhaps... something very similar to it's own magic..."

"No..." Cadence breathed out the word, not wanting to hear any more.

"... I think it could be destroyed," he finished gravely.

"And you with it," she replied. "We're not having this conversation..."

"Destroying the Element of Kindness may be the _only_ way to prevent the Grogar from retrieving it."

The pink pony shook her head. "That's too high of a price."

"I know," he said gently, resting his head forward, horn against hers. "And I know only you have the power to pay it. Your power comes from the Element of Kindness. It was born of it. Which means you might be the only one who can do this. And I know it's not fair... but Grogar threatens the entire universe... one pony's life can't stand in the way of defeating him."

"But it should," Appeljack remarked. "We don't trade lives."

"Captain, seventy years ago, you laid down your life to save millions of ponies and end a war. Why should this be any different?"

It wasn't, and she knew that deep down, but it still didn't sit well with her. Applejack drew in a breath, but surprisingly, Fluttershy beat her to it.

"Because _you_ might have a choice," Fluttershy explained.

All eyes instantly turned to her. She was halfway through the theory herself, but pressed on with their one potential hope. "Your heart and your mind are made up a _complex_ series of layers. Smarty Pants, Discord, Twilight, me, the Element of Kindness. All of them mixed together. All of them learning from each other, growing, evolving...

"You're saying Shining Armor isn't just the Element?" asked Cadence, clinging to this new hope.

Fluttershy hesitated. There was no way to know, but she continued on based on the best guess she could come up with. "I'm saying... that... if we take _out _the Element of Kindness... there's still a whole lot of Shining Armor left. His natural kindness... doesn't need an Element to make it. It might be enough."

"Can you do that?" asked Rarity.

She grimaced. This certainly wouldn't be the place to do it, the compound wasn't outfitted for big magic rituals, just actual living, and maybe a few of Twilight's personal projects. Plus, Fluttershy was out of practice. Two years acting as a gladiator for some despotic pegasi with a cutesy act had left her a bit rusty when it came to magic. And then of course, unlike last time, Twilight wasn't here to help her either.

"... not me, not here."

"Well you better find some_one_, and some_where_," Spike deadpanned. "Fast. You know Neighsay isn't gonna just let you guys have your old rooms back."

It was abundantly clear they needed help, especially with Twilight gone. They needed to go somewhere else. Applejack pondered the possibilities, as she always did before a mission. Figure out what to do, consider your options. Resources, allies. And they did have one possible option. An option far from Ponyville, on the outskirts of Equestria... where an old friend could be found...

"... ah know somewhere," Applejack said.

* * *

**Authors Notes:  
**I feel I should apologize for a little of the cursing in this chapter, though I think this still keeps me under the PG limit. And a female goat IS a sheep, so technically... Flash calling Grogar a sheep shagger isn't wrong.

Naturally, Flim and Flam made the perfect joint Collector. I even had some fun with a bit of their usual showmanship back-and-forth.

With a bit of back-and-forth on War Machine and Vision being Spike and Shining Armor, I ultimately settled on that as their roles, mostly so Shining could have Vision's love interest storyline, while Spike remained the faithful assistant of the Iron Mare. Chancellor Neighsay as Secretary Ross was practically a no-brainer, though I loved writing that scene for him.

My original vision was Mane Six = Original Avenger Six. Simple. But Pinkie as Hawkeye always bugged me, and when a possibility of a better role opened up for her, I took it. It took me a while to find a suitable replacement for the team archer, but in the end, I choose Derpy because she's a fan favorite, plus it's hilarious imagining a wall-eyed mare hitting bull's eyes. Double plus, fanon has her with a family... which'll be important in the second half.

As for where they're going now, well, some have no doubt guessed, but you'll see soon enough.


	7. Breaking the Unbreakable

Far away from Ponyville, on the edge of the Hive territory claimed by the Changelings, two of them walked side by side. Insect-like, with glittering wings and multi-segmented eyes, Changlings might look strange, but they were normally a peaceful, placid people. Content to savor family and feeling, rather than war and bloodshed (though this was not unknown in their history). This may have contributed to both their magic and their technology being some of the finest in the world. It was here that Applejack intended to bring Shining Armor, and where the Avengers would make their stand against the forces of darkness led by Grogar.

The two changelings walking side-by-side were already deep in their discussion on what to do. The smaller of the two, pale blue and with purple highlights, was a scout in the loosely affiliated changeling military. The other, a tall, green changeling with majestic horns, was Thorax, recently crowned King of the Changelings, and their rightful ruler.

"Have all the tribes come together to the Hive?" he asked his subordinate as they strolled along.

"They have, your majesty. And we've sent word to Arista, Madame Antennae and of course your sister Ocellus. All are ready."

"Send word to Pharanx as well. My brother enjoys a good fight, and there won't be many quite like this," he remarked. He wasn't pleased by that, but if he needed to fight to protect the Hive, he would as well.

"And what of this one?" asked the guard, as they approached their destination. A simple cottage on the edge of Changeling territory, where a single three-legged resident plowed at the fields.

"He may be tired of fighting, but unfortunately... the fighting isn't done with him."

The changelings nodded, flittering over to the cart beside the cottage and laid down the case they'd been carrying, popping it open as Thorax approached on hoof. So did the majestic red stallion, his green eyes dull as he approached, suspected, perhaps even knowing, exactly what was inside. Sure enough, it was what he thought: a cast iron foreleg and hoof, just like the one he'd used as the Winter Stallion.

Looking up at King Thorax, Big Macintosh gave a tired nod, and set to putting on his new appendage. He didn't need to ask where the fight was, or when it was coming. The obvious answer was soon enough.

* * *

Coming slowly back to consciousness, Starlight felt a wave of vertigo wash over her, feeling distinctly ill. It all came flooding back. The attack on Ponyville, the fight with Cinch...

Cinch!

Blinking her eyes, the mistress of the arcane arts tilted her head, finding herself suspended in the air over nothingness, and worse, surrounded by a thousand or so glass needles, all aimed directly at her. It was obvious enough that any attempt to escape, any attempt to even struggle, would be supremely painful. Starlight Glimmer remained perfectly still, even as her heartbeat sped up. _This was very not good_, she realized. _Very not good_.

Neither was the sight of the tall, long faced pegasus approaching her. Abacus Cinch looked decidedly unpleasant as she approached the Mistress of the Mystic Arts, pinned like a butterfly under so many needles.

"In all the time I have served Grogar," Cinch said. "... I have never failed him. I have a _reputation_ for being reliable, and that reputation is _everything_. If we were to reach our rendezvous at Tartarus with the Element of Magic still attached to your vaguely irritating person... there would be... _judgement_."

The way she said the words left little doubt in Starlight's mind that death was the only option for failure when it came to the Father of Monsters' children. His cruelty was apparent in everything Cinch did, a living reflection of the darkness they'd yet to face. Starlight flinched, however, as the glass needles began to move, approaching closer. First one, then another, then still another, began to penetrate under the skin. Pain blossomed under her coat as she flinched, trying her very best to keep still, knowing it would only be worse if she squirmed and fought.

"Give... me... the Element..." hissed Cinch, flicking a feather and coaxing the needles in deeper still.

The pain began to build... slowly at first...

* * *

High above the interrogation, Twilight and Sandbar watched Starlight being tortured below. Quiet as could be, they checked out the situation, then leaned back to confer. A tap on Twilight's shoulder interrupted her, and she swung up her hoof, preparing a magical blast... only to see it was the Cloak of Levigation, not an enemy.

"Whoa, whoa... it's okay, friendly..."

"Man, this is some seriously loyal fashion," Sandbar remarked. The cloak dipped its uppermost part as if it was bowing to the compliment.

"Yeah, Rarity would be proud," Twilight dismissed the item, turning to look over the ledge again. "Okay... c'mon kid, show me what you've got. That's the situation below, we're the resources. Go."

Kneeling down closer, the Spider Stallion considered his options. Worked out the problem like he had a hundred before in his day, both in the class room and as a friendly neighborhood crime fighter. Twilight watched, waiting for his response. Much as she wanted to come up with the solution (and indeed, had at least two back-up plans in mind already) she wanted to let him take charge. A chance for the younger generation to fill her horse shoes.

"Okay," he said at last. "I think I have an idea. You ever watch this old movie called...?"

* * *

Starlight was screaming. Not just crying out, not just whining in pain, she was flat out screaming. The pain was beyond measure, beyond count, and it was everywhere in her body. Every single part of her _hurt_. It died down momentarily, but she wasn't stupid enough to believe it was over. Cinch was toying with her. As well as dropping the pain so she could think coherently.

"Painful, aren't they?" the pasty blue pegasus asked, knowing full well the answer. "They were originally designed for micro-surgery. And any one of them..."

There a muffled clang behind her, and Cinch slowly turned around. Iron Mare was there, hooves upraised, glowing with energy, ready to blast her away.

"... could end your friends life in an instant," she finished.

"Gotta tell you, we're not quite friends just yet," Twilight replied. "Saving her life is really just professional courtesy at this point. One hero to another."

Flicking her wings with slow, deliberate motions, Abacus Cinch advanced menacingly on Twilight. "You've saved no one. Your powers are nothing compared to mine."

Heavy instruments began to levitate into the air as Cinch focused her will upon them. And Iron Mare had to admit, in a straight one-on-one fight, the other pony might have the advantage. Especially in confined quarters. However, this wasn't a fair fight. And...

"Yeah, but the kid's seen more movies," she said, opening up a rocket compartment by her left wing and firing... not at Cinch, at the nearby wall of the ship. The explosion erupted outwards, and then the cold void of space instantly drew everything in the surrounding area towards it, including Abacus Cinch, her potential weapons, and most worrying of all... Starlight Glimmer.

But this was where Sandbar's role in the plan came into play, and he flung himself forward out of the shadows, shooting out a web line to catch the unconscious sorceress before she fell into the void. At first his grip to keep himself out of danger was negligable, but Twilight had accounted for such when she'd designed the new suit. Four mechanical legs erupted from his back, grasping the side walls and giving him a much superior grip. He used them instinctively to fling himself and Glimmer backwards into the vessel, as Iron Mare flew over and sprayed the opening with a heavy metal substance, sealing it shut and restoring the inside of the ship to its normal parameters. The artificial settings seemed to quickly return to normal, including air and gravity.

* * *

Outside, in the void of space, Abacus Cinch did not even have time to scream as her frozen figure went tumbling out of control into the void. She would never be heard from again, if they were fortunate.

* * *

Threat neutralized, Twilight landed back again and retracted her armor, releasing the nanotech to fully fold it back into her chestplate, freeing up her regular wings and limbs and allowing her to stretch a little. Starlight rose up beside her. It seemed Cinch and Sombra had been the only occupants on the ship. With one stuck at Equestria's frozen pole and the other just ejected into space, it was just the pony heroes left.

"Still sure you can protect the Element?" Twilight asked.

Starlight didn't care for her tone. "I can and will. Soon as we turn this ship around and go home."

"Oh now you want to run."

"I want to protect the Element of Magic. The Eye of Starswirl is not to fall into Grogar's hands. Now can you fly this thing?"

"I'll see what I can do," Twilight grumbled, already trying to figure out how the ship worked. It's controls, the enchantments, what did what. All of it. "And a thank you wouldn't kill you either, you know."

"For what, nearly blasting me into space along with the frigid witch?"

Twilight rounded on her angrily, snorting. "Who just saved your magical flank? ME! I did!" She stamped her hoof angrily for emphasis. The paler pony just rolled her eyes.

"I honestly don't know how you fit your head inside of that helmet," she snarked.

"Admit it," Twilight pressed on. "You should have left when I told you too. Or we should have found somewhere to put the Element. It was too dangerous. I told you that, and you didn't listen to me."

"You're not my Princess," Starlight shot back. "Not yet, at least."

"And now, due to that fact, we're on an alien spaceship billions of miles away from Equestria with no plan and no backup."

"I'm backup," Sandbar protested, hand upraised.

Barely sparing him a glance, Twilight shook her head. "No, sorry, you're still just a student. This isn't the time, Sandbar."

Irritated, Starlight threw up her hooves. "Excuse me, I'm confused by the relationship here... what is this, your apprentice?"

"No!" Sandbar protested. Not after that incident with Harshwhinny the Harpy, at least not officially. Belatedly, he realized he hadn't introduced himself. "I'm Sandbar, by the way."

Starlight nodded curtly. "Doctor Glimmer."

Having analyzed the equipment on the alien vessel, Twilight considered their options aloud. "This vessel is self-correcting its course... must be on some form of automated pilot."

"Taking us to Tartarus," Starlight said, remembering what Cinch had said about their destination. "Can we control it? Fly us back to Ponyville?"

Her companion seemed to be lost in her musings.

"Sparkle?"

"Yeah?"

"_Can you get us home_?" Starlight repeated more insistently.

Twilight shook her head, thought not as a negative, merely to chase away errant thoughts. "Yeah, I heard you... I think so... well... maybe. But the thing is... I'm not so sure we should."

Turning around now would be admitting defeat, going back to Ponyville and just waiting for Grogar to launch his next attack on their city. Another invasion where hundreds could be killed. But there was another option available to them.

Starlight's eyes widened as she followed the thought process herself, and realized what Twilight meant to do. "Under NO circumstances are we to bring the Element of Magic to Grogar. I'm not sure you're quite aware of what's at stake here."

She was angrily cut off. "No, YOU don't understand!" She stalked over to the sorceress until they were practically muzzled to muzzle. Sandbar, nearby, idly wondered if they were about to kiss. "Grogar has been inside my head for the last ten years! Since he sent an army to attack Ponyville and now he's _back_! And I am freaking out a little here, I know!"

There was a pause as Twilight drew a deep breath, exhaling slowly. "Now look, I don't know what to do. And I'm not sure if it's a better plan to fight him on our turf or on his but you _saw_ what they did in Ponyville, what they could do. At least on _his_ turf he's not expecting it. So I say we take the fight _to him_, take the advantage of surprise. So... do you concur... _Doctor_?"

The title was mocking, but it did hold a ring of truth, and Starlight realized Twilight might have a point. "Alright," she reluctantly agreed. "We'll try it your way. But I will warn you only this once: if it comes down to saving you, or the colt, or the Element of Magic... I will not _hesitate_ to let either of you die. I can't. Because the fate of the entire universe... depends on it."

Twilight resisted the urge to roll her eyes. She'd won the argument, or so it felt to her. A caveat like that was almost reasonable in comparison. "Fine, great, good," she said. "Grand even!"

She stomped past the paler unicorn, who watched with a bemused expression, then abruptly remembered Sandbar was still there, watching, waiting for an order. Great, despite all her attempts to keep him out of too much danger doing his hero-ing... she'd still dragged him right into the thick of it. There was no questioning now if he was ready, the question was where or not Twilight was. But there was only one thing she could do now.

Sighing, Twilight beckoned Sandbar over, and tapped her horn against each of his shoulders.

"Sandbar, Spider Stallion of Ponyville... I hereby make you an Avenger."

Never having been so proud in his entire life, Sandbar wasn't quite sure if he wasn't going to cry just a little, but quickly composed himself. They had a job to do.

* * *

Grogar's ship was easily one of the most immense, awful vessels in existence. Almost as big as a space station, bristling with weapons, it could take on a fleet of enemy vessels with only a minimum of damage. Its shape, like the ominous skull of a horned goat (or a demon) was meant to intimidate. Anyone who saw it instantly either tried to flee and was destroyed, or else immediately surrendered (and then was destroyed). But here, in the throne room, Grogar truly felt at home. He sat perched upon his mighty black seat, made specifically for his size. Carved from black meteor ore, it was almost as ancients as its master, a relic from the days of Tartarus.

Perched at the base of the throne was Tempest Shadow. No shackles bound her, no collar caged her, yet she knew to attack would be futile, and to escape doubly so. She sat there on her haunches, waiting for Grogar to decide what to do with her.

"When you were little, I made sure you were given the best instruction," he said, as if it was something they both didn't know. "You were trained by the best. Hardened for war, toughened by combat, until you were the greatest warrior I had ever made. That's why I gave the task of finding the Element of Generosity."

"I'm so very glad to disappoint you," Tempest snarked.

"Oh, I am disappointed," Gorgar admitted. "But not because you failed to find it. Because you did... and you lied."

* * *

Elsehwere on the ship, well removed from the throne room, Grogar had Tempest escorted (at spear point) to the dungeons at the deepest, darkest part of the vessel. And from there, past a series of cells for the rare prisoners the mad goat deigned suitable to keep alive (and there weren't many). The last cell, at the very end, they reached as the heavy bars slid open, revealing its occupant... a pale yellow unicorn with red and purple striped mane and a series of metal components incoporated directly into her pony flesh.

"Moondancer..."

Tempest galloped to her side, then skidded to a halt as she beheld just what had become of her pseudo-sister. Moondancer had been taken apart, quite literally, her forelegs and head separated from her neck and torso, her hindquarters and legs separated from the rest, even one of her eye components was loose. She was still alive, she was made to be repaired easily enough after all, but keeping her body separated like this must have been agony.

Tempest pursed her lips and narrowed her eyes, glaring back at Grogar. "You monster."

"Some time ago," he explained, ignoring her. "The little Moondancer slipped onboard and tried to kill me. She came dangerously close to succeeding. So I decided to reward her properly for her audacity... and her failure."

He touched the necklace about his throat, and the Elements flared up with life. A similar glow of energy engulfed the prisoner, and Moondancer screamed as her component parts were pulled further apart, stretching them to their limit. He was quite literally tearing her apart.

"STOP!"

Grogar did so, but only because the demonstration was over. He glanced over at Tempest, waiting.

"I swear _on my life_, I never found the Element of Generosity!" she pleaded with him.

He didn't quite roll his eyes, but it was close. It was clear he didn't believe her. Instead, he nodded to one of his minions, a hulking brute of a yeti, who set down a glowing orange orb on the ground. A single black square, like the pupil of a goat's eye, was its only distinguishing feature. Grogar nodded, calling on his dark magic, and the pupil seemed to open up, growing wider until the orb was wholly dark, and then the darkness peeled away to reveal a younger Moondancer and Tempest, deep in private conversation.

_"You know what he's about to do," image of Moondancer said. "He's finally ready. He's going after the Elements of Harmony. All of them."_

_"He can never get them all," the younger Tempest replied._

_"He can!"_

_"No. I found the map to Generosity, and I burned it. Cast the ashes to the ether. No one will ever know."_

_"He will," the image of Moondancer replied. "He always knows."_

_"Only I know now... and I will die before I tell him."_

The image faded away as the eye re-opened, and Tempest felt the will to live slip out of her. He knew. He'd always known.

"You are strong," Grogar complimented. "You are tough. But for all your strength, you have a terrible weakness, Tempest Shadow. You... care..." he intoned, raising his hoof to his necklace again, and then pointing to Moondancer with his hoof as the Elements lit up with orange, red, and blue glows. "Where. Is. The Element?"

Tempest couldn't answer. She couldn't. Moondancer was even now shaking her head, begging her silently not to. Like Tempest, she wanted to die before she let the mad goat win. Grogar glared at his daughters defiance, and unleashed the power on Moondancer again, whose silence was broken as she screamed in unbearable agony. Tempest winced, tears streaking her cheeks as she felt her sisters pain as keenly as if it was her own. The cries rising in pitch until they threatened to shatter more than glass, they'd shatter Tempest's remaining sanity, until at last she could bear no more.

"HOLLOW SHADES! It's at the Hollow Shades!"

Grogar instantly let go, and Moondancer collapsed against her bonds, shaking, terrified, in pain, but alive.

"Show me," Grogar growled.

* * *

**Authors Notes:  
**With Captain Marvel having come out long after I reached this part in the story, I might've reconsidered making the Skrulls into Changelings, but as it is, I'm happy with my decision to make them Wakandans, especially Thorax.

If there's one role I don't feel has been enhanced by its pony counterpart, its Moondancer. I just couldn't think of anyone really good to put in Nebula's cybernetic shoes. Though to be fair, I've never been Nebula's biggest fan. So I hope Moondancer does her something akin to justice. Or at the very least, doesn't detract from the story.


	8. Stronger Together

If Glorisa Daisy said "I've got this" one more time, Rainbow as going to take a detour to hurl her into the deepest active volcano of the dragon realm. The pony was almost comically inept at anything she tried, and yet she kept saying that phrase like it was the only three words she knew. If Angel Bunny hadn't been there to fix problem after problem that she caused, more often than not, the three of them would've been dead within hours of leaving the _Colotorara_.

Thankfully, she'd fallen quiet for now, preoccupied with some knitting, and Angel was likewise quiet as he worked to keep them on course. The silence was a bit oppressive, but it was comfortable. At least for the pilot and co-pilot.

Rainbow Dash, however, was preoccupied, deep in thought. This was very much a last ditch effort on her part. She honestly wasn't even sure she had the strength for this, but what other choice did she have? She had to take on Grogar again, even if it killed her. For Trixie, for her people, for the universe at large.

Sighing, Rainbow lowered her head. Thoughts of Trixie reminded her of everything else she'd lost. Zecora, just recently. Her father, lost to old age. Her mother, cut down by a siren. Soarin, Thunderlane, Fleetfoot, the Wonderbolt Three, mercilessly torn apart by her mad half sister... the list seemed to go on and on. Even Scootaloo hated her for never being around, though at the very least, she was still alive.

Breathing out a heavy sigh, Rainbow clung to that. For Scootaloo. For her future, if not for Rainbow's... she'd keep fighting.

There was beeping on the console, and Rainbow glanced up. They seemed to have arrived at the Frozen Grove... but something was wrong.

"... why's it so dark?" she asked.

* * *

The miniature pod set down, and Rainbow Dash, Angel Bunny, and Glorisa Daisy stepped out. Thunder in the distance did little to assure any of them things were well, if anything it only added to the ominous atmosphere. Everything was dark, everything was cold. Wind howled across the frozen landscape as they tracked through the snow towards their destination, a cottage down in the valley at the very northern pole of the planet. Descending down the hillside towards it, they saw no signs of life, and no signs of activity. The whole place was dead. Worse than that, not a single reindeer was anywhere to be seen.

Reaching the cottage, they opened the door. Inside was a factory, almost bigger on the inside than the out, and a smattering of items both big and small, wonderous and terrible, but everything had gone dark and cold. The wind howled less oppressively here, however, and Rainbow could make herself be heard as she trotted inside.

"This is impossible," she protested. "There should be over a hundred deer here... this place hasn't been dormant for centuries."

Angel Bunny frowned, brushing aside some stray debris with his little foot. But as he caught sight of something else he paused, raising up a paw to stop Rainbow Dash... and pointed.

At the other end of the room, amidst the debris... was a familiar looking necklace. Almost _identical_ to the one... currently around Grogar's neck.

Gloriosa glanced at Angel, who glanced at Rainbow. Something was very, very wrong here.

"Go back," she said, her voice low. "Slowly, and quietly..."

"**RAAAAAUGH**!"

A body smashed into Rainbow Dash, sending her sprawling, and then another leapt out from behind a package of metal to smack into Angel Bunny, sending him flying to crash into the recreation of Grogar's necklace. Glorisa barely had time to throw up her arms before she was bodily picked up by something from behind, pinning her forelegs behind her neck, then hurling her to the ground.

Rainbow rolled to her hooves, climbing to them, then tensed up defensively as she saw what was coming for her.

"No! Stop!"

The three reindeer did so, pausing in their attack. Giving Rainbow and the others a good chance to look at them properly in the dim lighting of the shop. Front and center of the trio was an elderly reindeer with a pale green coat and an abundance of wrinkles from smiling. She wasn't smiling now. The second was a matronly sort, with a warm pink coat and an expression more guarded and wary, with her swirling pink mane dishevelled and wild. The third was a younger deer, with a pale brown fur and dark green mane, constantly fidgetting, anxious, unfocused. All of them looked like they had seen better days, they were battered and bruised and covered in dust and filth, and the eldest had a cracked horn on the left side of her head. It looked most painful to the eye.

"... Rainbow...?"

"Rainbow Dash...?"

The Cloudsdale Princess nodded. She knew them. Aurora, Bori, and Alice. The three reindeer rulers of the Frozen Grove.

"Told you she'd come!" Alice exclaimed, glancing at her two companions. "... just not in time..."

"... you shouldn't be here... you can't be here!" protested Bori.

"It's too late..." Aurora bemoaned.

"What happened..." Rainbow began. "The necklace... Grogar... what did you do?"

The elderly two reindeer slumped against a cold forge, eyes closed painfully. A pain Rainbow recognized. A pain of terrible loss. The younger Alice trotted over to their side, resting a hoof on the matronly Bori's shoulder as she explained what had happened.

"There were at least a hundred reindeer here... the most kindly and diligent in all of the universe... yet we were powerless against the might of Grogar's forces. He... he said... if we did what he asked... they'd live. So we did. Forged the necklace... an artifact capable of handling the power of the Elements. All of them... and then..."

Her head dipped lower as her eyes closed.

"I tried to warn them," Alice said. "But they didn't believe me. They _couldn't_ believe me."

The elderly reindeer Aurora finished where she started. "He kill them all anyway. All but us."

Judging by the tone of her voice, she likely believed death was a kindness denied to her. The other two looked inclined to agree.

"... I'm sorry," said Rainbow, unable to say anything else. "I wish we could have helped, you know we would have helped... but it's not too late yet. I know things seem bad, trust me I know... but together, you and me... we can trounce that stupid goat before anyone else has to lose anything. What do you say?"

The three reindeer glanced at one another, sharing a look, silently conferring. Then finally, Bori nodded for the three of them. It wasn't much, but Rainbow had managed to rekindle at least a tiny spark in the heart of the Gift Givers. And, if she was being honest, in herself as well. What had originally seemed like a death quest now looked like it might hold a chance at success.

It was a start.

* * *

Back on Grogar's ship, in the black cells of the Mad Goat, Moondancer continued to float in mid-air, suspended by the magics of the prison. Grogar and Tempest had departed in a flare of crimson energy, and she knew they were headed for Hollow Shades. But having no idea where that was, she needed to get ahead of her enemy and ambush Grogar on Tartarus, where he'd be meeting his other children. She needed help for that. Reluctantly, Moondancer realized she'd need help from the Guardians. Dealing with Flash Sentry was a pain and a half (to say nothing of the others) but they were the only allies she had at the moment.

_First things first_, she thought. Then she waited until the guard was looking away and tossed her head forward, shaking her mane and allowing her cybernetic eye to fall forward, out of its slot.

Sure enough, the hulking brute paused when it saw her in such a state, and stepped forward to push the eye back into its socket. She waited until he was just in the right position... then slammed her head forward into his helmet, knocking him unconscious and flat on his back. A lesser pony might've cracked their skull from such a move, but Moondancer had long since had most of her bones replaced by mithril steel. She barely felt it.

Grunting, she next part of her escape was painful, but easier to accomplish, involving dislocated more of her limbs, rotating her hooves at unnatural degrees to escape from the magical forces holding her aloft. Again, any other pony would've been in agony, if they could even pull it off. Moondancer did it with barely a grunt here and then, until finally she landed on three of her four hooves, free.

From there, she made her awy deeper into the ship, avoiding the remaining guards as they stomped down the corridors. Unlike some of Grogar's other children, they weren't very bright, which was exactly how the old goat liked them. Never question orders, and never be smart enough to know when to surrender or retreat. The perfect cannon fodder.

Ducking into another room, Moondancer nodded in approval as she saw she was where she needed to be. One of her hind hooves was still dislocated, but she ignored it as she trotted forward to a communication console and input a message.

"Vinyl, I need you to listen to me very carefully... I need the Guardians to meet me at Tartarus..."

* * *

The vessel gave a shudder, bringing all three pony heroes back to the present.

"What's going on?" asked Sandbar. Another wave rocked the ship as the viewscreen lit up, and they all beheld the dusky dry world of brown before them.

"Looks like we're here," Starlight Glimmer remarked.

The ship wasn't slowing down, a fact that they all caught on to fairly quickly. "I don't think this thing has a self-park function," Twilight said, moving to the controls. Abacus Cinch had used them earlier, before putting the ship on auto-pilot. Put she didn't include an auto-break or an auto-park in such. "Kid, gimme a hoof!"

"Got it!" he replied, grabbing the other control panel. "Uhm, which one is the break?"

"I don't know just... start pushing buttons until something works!" Twilight exclaimed, not sure herself. She quickly followed her own advice, latching on to a small wheel which she turned counter clockwise.

Sandbar quickly tried to do the same, which complicated the matter when they were both trying to drive.

"Turn! TURN!"

"I _am_ turning!" she retorted.

The whole ship shuddered as it impacted against some huge tower of debris, shaking violently. Whatever little control they'd had before, they'd definitely lost now. All they could do was brace for impact. Twilight and Sandbar threw on their helmets as Starlight Glimmer raised her hooves, chanting in the language of magic. A bright wall of shimmering energy enclosed around the three of them, cocooning them protectively. Just in time for the ship to come crashing down on Tartarus, breaking apart into half a dozen segments, including the one they were in. Fortunately, the wreckage barely mattered, since the whole planet seemed covered in it. It was a wasteland as far as the eye could see.

* * *

Inside, the shield had held, and Starlight pulled herself to her hooves, as Twilight gave her a hoof up, aiding the sorceress.

"Not bad," she conceded. "Seems we made it."

Spider Stallion lightly roped down from the ceiling, hanging upside down by a web. "I just wanna say if things go south and I end up getting a mind control spore or something and eating you guys, I'm majorly sorry about it..."

Twilight wasn't in the mood, cutting him off with a swift hoof sweep. "Sandbar, this is not the time for movie references."

"I'm... I'm just trying to say that something's coming," he pointed his hoof over his shoulder. Mere minutes before his spider sense went off, and something rolled between the trio of them. Some sort of flash bang grenade, though it was more bang than flash, and it knocked them in three different directions.

From the broken entrance, a trio of warriors emerged, charging into the fray. An orange pegasus wielding a pair of blasters mounted on his wings and a futuristic helmet obscuring his face, a frail looking pale pony with a headset and pink sunglasses, and a muscular griffin girl with purple eye shadow and a murderous look in her eyes, who roared a warcry.

"**GROGAR**!"

Hurling a pair of feathers like knives, Starlight barely had time to conjure a barrier to block them. The griffin went charging in anyway, determined to rip the lavender ponies head off. Her cloak de-tatched to wrap around the griffon's head and upper arms, bringing her crashing to the ground. Meanwhile the orange pegasus and Twilight collided in mid-air, going into a free-fall spin as they grappled, neither able to use their weapons or their magic thanks to their close proximity. Eventually, Twilight grabbed her attacker and spun him around, hurling him off of her. He landed easily on his hooves, then grinned behind his helmet as he hit a control on his jacket. A device on Twilight's chestplate suddenly opened up and magnetized, yanking her to slam into a metallic wall, stunned.

Sandbar, meanwhile, got a good look at Vinyl as she advanced on him, and in the dim light her sunglasses seemed to glint menacingly, so he scrambled flank over hoof, rolling onto his back and shooting out a thick web to impede her progress.

"Whoa, whoa, whoa! Back off, back off!" he exclaimed, shooting off web-blast after web-blast, coating Vinyl in them and cocooning her up in a tight web. She went down with relative easse. Unfortunately it just made Sandbar a target for Flash as he swung around through the air, blasting off energy from his wing weapons. He peppered the ground with ion blasts, so Spider-Stallion leapt up and over him, keeping well out of the way of his attacks. Enraged but unable to get a clear shot, the Star Prince grabbed a pair of electric bolas from his belt and hurled them at Sandbar, just as the Iron Mare finally managed to pull free of his little magnetic trick. The Spider-Stallion went crashing to the ground, tangled up in the electrical wires. Flash grabbed him in his hoofs and aimed his wing blaster right at his head, just as Gilda managed to shrug off the Cloak of Levitation. Seconds before Twilight landed on her chest, hoof pressed to her face with a mighty magical blast aimed at her at point blank range. Gilda grabbed her other leg to steady herself but otherwise became instantly still.

"Everybody freeze, stay where you are, chill the eff out!" he said, keeping a firm grip on Sandbar.

The other combatants instantly came to a halt, though they kept their respective gazes trained on one another, ready to continue the fight the instant it broke out again.

Flash disengaged his helmet with his free wing and stared down the Iron Mare. "I'm gonna ask you this just one time... where is Tempest?"

Frowning, Twilight disengaged her own helmet, the nanites retracting from her own muzzle the same way the Star Prince's had. "Yeah, I'll do you one better, WHO is Tempest?"

"I'll do YOU one better!" protested Gilda from underneath Twilight, missing the point as always. "WHY is Tempest?!"

Starlight glanced in some confusion between the combatants, unsure of where they stood, only that everyone pointing their magic, hooves, or weapons at one another was for the moment keeping the peace. But that wouldn't last very long. To prove a point, Flash Sentry pressed his weapon's muzzle against Sandbar's head. "You tell me where the mare is, or I swear I will hay fry this little freak!"

Snorting angrily, Twilight flared her wings. "Let's do it then, you shoot my guy, I blast this one! Let's go!" The nanotech in her armored leg extended, flaring out into a massive muzzle of amethyst magical energy... pointed directly at Gilda's head. To her credit, the griffin didn't even flinch.

"Do it, Flash! I can take it!" she proclaimed. Foolishly, but bravely.

"Oh yeah, you don't want to tell me where she is?!" demanded Flash Sentry. "That's fine! I'll just kill all three of you and _beat it_ out of Grogar myself! Starting with the spider!"

"Wait, wait, _Grogar_?" Glimmer grabbed onto a slim possibility. "All right, let me just ask you one question: what master do you serve?"

Flash looked incredulous. "What _master_? What am I supposed to say, _Megan_?!"

And just like that, everything clicked.

Twilight frowned, disengaging her weapon. She looked downright pissed, however, at the Star Prince. "You're from Equestria," she stated as a matter of fact. No one else would've possibly known that name in that context.

"I'm not from Equestria I'm from Sunny Town."

"That's ON Equestria!" Twilight replied, incredulous. _Was this stallion an idiot_? "Why are you hassling us?!"

"... so you're... _not_... with Grogar?" asked Sandbar tentatively, well aware the wrong question could earn him a new hole in his head.

Looking positively sick at the suggestion, Flash replied "_WITH_ Grogar? NO! No I'm here to kill Grogar... he took my special somepon-wait, who the heck are you?!"

Sandbar disengaged his mask, revealing the face of a pony teen underneath. "We're the Avengers, dude."

"Avengers? The ones Rainbow Dash was talking about?" Gilda asked, still prone on the ground.

"You know Rainbow?" asked Twilight. _She was still alive_?

"We've met," Flash replied tersely, lowering his weapon.

Starlight saw potential in that. "Where is she now?"

* * *

Aurora, Bori, and Alice lead Rainbow, Angel, and Glorisa deeper into the factory where they worked, to a sub-level few knew of. Here, they kept their most powerful gifts, until such time as they were ready to be recieved. Alice hopped ahead, reaching for a lever on the wall and pulling it down by hoof. A great huge brick with the Cloudsdale sigil engraved on its surface descended down to eye level just as Bori and Aurora reached it, indicating it to the gathered guests. Angel raised an eyebrow, clearly unsure of what to make of it.

Fortunately, Rainbow knew. "It's a mold," she explained. "The Gift Givers fashion the mold, pour in the metals, cast the magics, and boom... weapon."

"Gift," Aurora corrected. "We makes gifts here, not weapons."

"This one was meant to be the greatest of all," Bori explained, a touch of awe in her voice. "Fit for a Queen."

"So how do we make it?" asked Rainbow.

"We need to start up the factory again..." explained Bori.

Alice bounded over. "We need a storm... and uh... something else."

Rainbow Dash, Princess of Thunder, just gave a grin. With a knowing glance over at Glorisa nearby, she knew just what to say:

"I've got this."

* * *

**Authors Notes:  
**Originally, Eitri the Dwarf King was going to become Ember the Dragon Lord (and before that, Rockhoof), the forge Nidavalir was going to be a Volcano in the Dragon Realm. However, I decided to expand the role and given other characters a chance to shine (as well as add more dialogue to the scenes) by changing it to Aurora, Bori, and Alice, the Gift Givers. Makes sense they'd be more generous than dragons anyway.

So I got to this stand-off scene, and while I wanted to gloss over or change the Star Lord's mention of his master as 'jesus' I really couldn't without totally altering the conversation. So I pondered potential 'savior types' to fit the name (prominently, of course, the Pillars) and I realized, apart from Fauna Luster, the perfect character ponies would see as an ancient, near-mythical savior... Megan from G1!


	9. Unnecessary Sacrifices

Exiting the wreckage of the crashed ship, the remaining Guardians and the mis-mashed Avengers decidedly to explore the wasteland that was Tartarus and pool their resources to defeat a mutual enemy. With Grogar coming, they had a chance to defeat him once and for all, but they needed to plan and prepare.

Tartarus was not a nice place. It was just shy of being a wasteland. Long stretches of rock and desert and little in the way of plant life, at least in this part of the world. There was wreckage everywhere, from crashed ships or cities or who knew what.

"This is one majorly messed up world," Flash remarked, checking some readings on his wrist-watch. "Eight degrees of its axis, gravitational pull is all over the place..." He paused as he beheld Vinyl doing a slow back-flip in a gravity light spot, evidently enjoying herself. "Laws of physics took a holiday and never came back."

Twilight stored away the information, but remained focused on the goal: Grogar.

"We have one major advantage," she said slowly, her mind still abuzz with activity. Going over half a billion things at once. "He's coming to us... so we'll use that. We draw him in, pin him down, get what we need. His weakness is the necklace, if we can get that off his neck, deprive him of the Elements... we just might have a chance at this."

While Sandbar was paying rapt attention, and Flash Sentry was nodding along with vague agreement, it was impossible to tell with Vinyl thanks to her sunglasses, and Gilda flat out yawned at her strategy.

Twilight glanced her way, eyelid twitching. "I'm sorry, are you bored?" she asked, voice dripping with sarcasm. "Did you hear a word I just said?"

Gilda blinked. "Stopped listening after you said 'we need a plan'"

"Okay, the bird is on her own page, clearly," garoused Twilight.

"We're used to just winging it," Flash explained. "Plans aren't really our thing. That said, I'm great at plans. Why don't you let me come up with something, I'm sure it'll rock."

"Like the time you held a dance off with the Storm King for the fate of the universe?" remarked Gilda. It was impossible to tell if she was being serious or sarcastic.

"Dance off?"

Sensing he was rapidly losing what little respect Twilight had for him, Flash quickly made a shushing motion to the griffin. "It's not a... it's nothing, I swear."

"Wait, like in that one movie..." asked Sandbar, only for Twilight to shush him.

"Don't encourage him!"

"Lady, seriously, chill. We've got this. We've tangled with way worse menaces than a frickin' goat with a god complex."

"We need to take this serious, or we're all going to end up..."

A hoof tapped her shoulder. It was Vinyl.

"What?" Twilight snapped irritably.

Nonpulsed, the DJ pony just pointed. Twilight followed her gaze, and then blinked in some astonishment.

Doctor Starlight Glimmer sat hovering in mid air, hooves upraised in a classic meditation pose. Floating above the ground, okay, but the Eye of Starswirl was open at her throat, the Element of Magic radiating amethyst energy that seemed to engulf the hovering pony. Her head was twitching, shaking from side to side, her expression changing from curious, to confused, to horrified, to determined. All within seconds. All without her eyes ever opening.

"Glimmer, you okay?" Twilight called out.

For a long moment she didn't respond, then finally, the glow faded and Starlight fell to the ground, gasping, eyes wide and irises shrunken. Twilight caught her arms, steadying her.

"Whoa, whoa, it's okay, you're back... breathe...!"

"What happened?" asked Sandbar.

Starlight took a few breathes before she could find her voice. "I travelled... I travelled forward in time. To view alternate futures. See all the possible outcomes of the coming conflict."

From the look of it, few ended pleasantly. For her part, Starlight didn't even want to think about the future where _Discord _ruled the universe with the Elements of Harmony.

"How many did you see?" asked Flash.

Starlight took a moment to do the mental math, trying to add them all up. "... twelve million nine hundred and twenty-six. Give or take."

They all took that in, amazed at the number. A lesser mind might've been broken by such a journey, but Starlight seemed coherent enough, if a bit shaken. Twilight, however, asked the next important question. The one they needed an answer to. "And how many did we win?"

Looking up at her, meeting her eyes, Starlight replied solemnly.

"Just one."

* * *

On a dead world known as the Hollow Shades, the cold wind whipped across the landscape as a portal of glowing crimson opened up, depositing Grogar and Tempest on the ruined realm.

"You had better be right about this," the Mad Goat grumbled. "For Moondancer's sake."

The threat acknowledged, Tempest had little choice but to lead on, directing them up a rocky hillside and towards a cluster of jagged rocks and caves. This is where the map had said she would find the Element. She had never been, but she knew enough to know it would not be unguarded, so she stepped carefully. Grogar followed close behind.

They were halfway up the hill when something shadowy flitted across their view. A creature of some sort making its way down to meet them. A monster or guardian set to protect the Element, no doubt. It seemed made of smoke and shadows, taking the form of an alicorn nearly as big as Grogar. And then it spoke, a cold voice echoing on the wind.

"Welcome, Grogar, Father of Monsters," it greeted. "And Tempest Shadow, Daughter of Grogar."

"You know us?" asked Grogar. It wasn't attacking, whatever it was.

"It is my curse to know all who journey here," the shadowy creautre replied.

"I am here for the Element of Generosity," Grogar stated.

"You should know... it extracts a terrible price."

He snorted in amusement. "I am prepared to pay it," the goat replied. Whatever this thing needed, coin, blood, wealth, power, Grogar would pay it to obtain the next Element.

"We all think that at first," it intoned, floating closer. Close enough for the light of the triple suns to shine upon his shadowy face, peeling back some of the darkness to reveal the sad, withered unicorn within, a pale, dull figure with a dull bob of a mane, now streaked with paler strands of white. So gaunt did his face look he appeared as a skull. Hence the monicker he'd borne during the Second World War: The Shadow Skull.

"... we are all wrong," Stygian finished.

* * *

Over the Hive of the Changelings, a single small zeppelin manuvered in for landing procedures, releasing hot air until it glided down to the landing ramp where the changelings would meet it. An honor guard had already been assembled to meet them, as Thorax and his esteemed guard waited for the secret Avengers to make their presence known. It wasn't the first time they'd visited his lands, but it was always a momentous occasion to see them.

The zeppelin finally landed, and a plank was laid out for them to disembark. Applejack and Rarity lead the way, followed by Fluttershy and Spike, while Shining Armor and Cadence brought up the rear.

"Uhm, do we bow?" Fluttershy whispered to Spike as they approached. She wasn't familiar with Changeling customs.

"Yeah, he's a king," Spike replied in all seriousness.

Applejack approached and offered a hoof, which was clasped by Thorax a moment later. "Seems ah'm always thankin' ya'll for somethin'," she drawled out. He dipped his head politely, acknowledging her thanks, and without a word dismissed it. What need were such things between friends?

Fluttershy did a polite bow, dipping her head to the ground.

"... what are you doing?" Spike asked incredulously.

"We uh... we don't do that here," Thorax replied, easily just as embarassed as Fluttershy.

"Oh... I'm sorry," she replied.

He waved her off gently with a 'don't worry about it' sort of vibe, while Spike nudged her teasingly, and she conceeded it wasn't that bad of a joke, all things considered. Thorax, however, wasn't quite in the mood for humor, and kept to business.

"So how big of an attack is this going to be?" he asked.

Fluttershy quickly moved forward to relay her experiences. "Uhm, it'll be a really, really, REALLY big assault," she stressed. "Very bad."

"How're we looking on dealing with that?" Rarity inquired.

"We'll we've gathered up just about everyone who's old enough," he replied. "General Arista will be leading our forces. My sister Ocelus has agreed to help with the operation. Madame Antennae... my brother Pharanx... and of course..."

He'd saved the best for last, evidently, as a red stallion of great size and strength trotted into view, one foreleg a dark metallic gleam, obviously forged of vibraium. The Winter Stallion, otherwise known as Big Macintosh. He and Applejack shared a much needed hug.

"How you feelin', Big Mac?" she asked.

"Rested," he replied.

"Ready to put the pain to a few million mad aliens?"

He grinned. "Eeyup."

* * *

Deep in the Hive, in the part closest to the vibranium mound the Changelings took most of their techno-magical power from, was the lab of Ocellus, the little sister of Thorax. She ushered the Avengers in quick as could be, anxious to get started, and bid Shining Armor lay on her table as she scanned him with a magical wave of energy, highlighting the area around his heart where the Element of Kindness was firmly lodged. The readings amazed her, her multifaceted eyes wide with wonder.

"This is amazing..." she breathed. "The magic runes are quinarcanic."

Nodding, Fluttershy remembered. "Yes, Twilight and I, we had to harmonize the five components we had to achieve harmony within Shining Armor."

"Why not simply enact a binding spell followed by a incantation ritual?" Ocellus asked, following along without missing a beat.

Fluttershy blinked. This adorable little changeling was just like Twilight. She made a mental note to make sure they became friends... and then never to get stuck in a room with them when they talked about magic.

"I, uh... I'm not sure," she said, feeling a little lame. "We just did what we felt was right."

"I'm sure you did your best," she said, patting Fluttershy on the shoulder, no malice or sarcasm in her words.

Cadence politely interrupted with a clearing of her throat. "Can you do it?"

Ocellus nodded. "Yes, but this is an incredibly complex magical relic... spells woven layer after layer so intimately I may as well try to be re-fashion a star in the night sky. From scratch. It will take time."

"How much time?" asked Applejack, ever the pragmatic one.

"As much as you can give me," Ocellus replied, already going to work. "I'll begin at once."

* * *

Outside, on a field near the Hive, Braeburn, Big Macintosh and Spike stood ready, watching the sky. The later had been armored up in his War Assistant armor, the suit designed by Twilight, and was listening as it alerted him to incoming.

"AJ, we've got incoming..." he reported, watching the sky as something came hurling down.

Fortunately, whatever it was, it smashed right into the Hive's barrier, and the changelings magic held it at bay. It fragmented into pieces that tumbled down in every direction except down, leaving the Hive and its people safe for the time being. Spike grinned behind his armored faceplate.

"Nice," he remarked. Before a warning caught his attention. "Let's not start celebrating yet though... we've got more incoming outside the dome. AJ, you seein' this?"

Pointing a claw, Spike directed their attention to another armored ship landing outside of the energy barrier. Like a huge black tower of heavy metal, it sunk into the ground, ready to disgorge troops at a moments notice.

* * *

"Ah see it, Spike. Get everyone ready," Applejack ordered.

"It's too late, we have to destroy the Element _now_," Shining Armor said, climbing off of the operating table.

"Armor, get your flank back on that table," Rarity instructed. "Cadence... soon as that Element is out... destroy it."

The Pink Witch nodded, even as the other Avengers began to prepare for battle. King Thorax quickly took charge.

"Evacuate the Hive," he ordered his changeling underlings. "Engage all defenses."

He paused then, and dipped his horned crown to Applejack. "And someone get this mare a lasso."

* * *

Back at the Frozen Glade, Rainbow was already at work on her part of the plan. A natural when it came to the weather, she was gathering up as many storm clouds as she could, spinning her body around in circles at sub-light speeds to dispel the howling winds of the north, and collecting up as much charged energy as she could to deposit into the dark overcast skies, which even now were starting to rumble ominously.

Angel, wearing a red scarf Alice had provided, watched from the doorway of the workshop. Nearby, Glorisa Daisy was knitting with Aurora, the elderly deer taking quite a shine to her as they prepared something more practical for the coming battles.

Lightning crackled overhead, and a bolt struck the highest part of the cottage, the star-shaped lightning rod. Energy crackled along it, powering up the factory. Lights began to flicker to life, assembly lines began to churn, and there was the sound of a soft, heartwarming melody coming from a now operational record player in the corner. Bori smiled, pleased at Rainbow's work as the Cloudsdale pegasus joined her in beholding the revitalized factory.

"Well done, girl..."

"It's not over yet," Alice said as she bounded past. She paused by Glorisa, handing her a heavy lump of rock. "Here, you'll need this."

Indeed, the little reindeers words proved prophetic. While the factory began to hum to life, atop of the cottage there came an awful creak, then a rending sound, as metal broke and shattered, and then all at once the power went out again, and the entire facility was plunged into darkness.

"Oh what now?!" asked Rainbow in exasperation.

"The cicruits broken," Bori replied grimly. "The lightning won't flow, the power is cut off... without it, we can't forge the gift."

An idea came to mind, but even by Rainbow's standards it was more than a little crazy. "How long do you need?" asked Rainbow with some trepidtation.

"You'll need to do it for a few minutes," Alice replied. "And yeah, it's going to hurt."

"What's going to hurt?" asked Bori.

Rainbow grimaced. "I'm going to bridge the gap... channel the lightning through me."

"That's suicide," the reindeer matron warned.

"So is facing Grogar without that present," Rainbow replied. _Oh man, this was REALLY going to hurt_, she thought.

* * *

With the whole Hive on alert, changelings had begun stampeding to the far end of the magical barrier. While normally a peaceful, placid people, they were swift as a swarm when driven to war, and the drive was with them now. Galloping alongside them, Applejack and Big Mac, Rarity and Thorax. Spike and Braeburn were joined by the changeling air support, while Fluttershy galloped along at a heavy pace in the gargantuan Flutterbuster armor that Twilight had designed. It was intensely unwieldy, and she was far from experienced at using it, but she knew how to fight like a hulk, and this was the closest thing they could manage at the present time.

"AJ, you seein' this? We've got two heat signatures breaking through the treeline," Spike reported.

Applejack hopped down to join the others, a vibranium-weave lasso resting at her hip. She was going to need it.

By now most of the changelings were in position. Pharanx was already there, chanting, riling up the more warlike changelings who'd come to join in the battle. Seeing his brother arrive, however, he ceased his chant and held out his hoof. Thorax eagerly clasped hooves and dipped his head to his brother in arms.

"Thank you for standing with us," he said, truly grateful.

"Of course, brother," Pharanx replied.

The two of them, and their many allies, turned to watch the tree line beyond the magical shield. Something was moving.

* * *

The Pony of Shadows lead them deeper into the earth, through an interconnecting series of tunnels and caves. It was so deep they might well have been in the very center of the Hollow Shades when they finally stopped, in a chamber of darkness, ancient when the universe was young. Four alicorn images adorned the walls, the very first ponies, the original beings of the universe. Some would even have called them the creators of the Elements of Harmony.

"A lifetime ago, I too sought the power of the Elements," Stygian explained as he lead them into the chambers. Torches flared to life to light the way. "I even held the Element of Loyalty in my hoof... but my own treachery caused it to reject me, cast me out... consign me here. Guiding others to a treasure I cannot possess."

"How long have you been here?" asked Tempest.

It must have been no more than seventy years or so, but Stygian shook his head. "I no longer remember. But it matters not... here... is what you seek."

He indicated the center of the chamber, which was circular, and lead to a deep depression, a well of darkness, in the very center.

Cautiously stepping forward, Grogar peer into the well. He saw nothing but inky blackness within. Not even a hint of light. "What is this?" he demanded.

"The price," Stygian replied. "Generosity holds a special place amongst the Elements of Harmony. In order to gain, you must give... for the ultimate gift, you must make... the ultimate sacrifice."

"A sacrifice..."

Tempest, not paying attention as closely as she should have, glanced up at the tone of Grogar's voice. His gaze was on her... and she did not like the way he looked at her.

"A sacrifice of life..." Grogar mused aloud. "Pony life, no less. What could be more precious?"

"No..." Tempest stepped back, horrified. "No!"

She turned to gallop away as fast as she could, but he seized her effortlessly in a crimson glow, the Element glowing at his throat as he used it to immobilize her. Her mouth was likewise muzzled by the red glow, leaving her unable to speak, unable to squirm, unable to fight back. She was helpless, unable to escape, as Grogar drew her over to the gaping chasm and held her aloft over it.

"For what its worth, my dear... I am truly sorry... nopony else has served me quite as well as you have. And now you shall do so... one... last... time..."

And with that, he let go... and Tempest fell.

She didn't bother to cry out as she fell, just watched up in horror as she realized, despite all her efforts, she had aided Grogar in his quest after all. Darkness overcame her, and she closed her eyes, willing her thoughts to focus on the last thing she wanted to remember: Flash Sentry, the only pony she'd ever dared to feel anything towards.

Darkness washed over the entire chamber, blanket it in shadow until even Grogar could not see. There was a sensation of moving, and he instinctively closed his eyes as the power washed over him like an indigo wave. When Grogar opened his eyes, he found himself back on the surface of Hollow Shades, sitting on the edge of a rocky outcropping. It could well have been where he'd first arrived, or somewhere else entirely. And there, at his throat, already resting comfortably on his necklace alongside all the others... was the Element of Generosity, a perfect purple diamond.

If he had bothered to look closer, he would have caught a glimpse of a pony in the reflection of the gem. A unicorn with a broken horn, who's image reflected in the Element before it vanished.

But Grogar saw none of this, and would not have cared if he had. He had gotten what he wanted.

Four down. Two to go.

A dark chuckled blossomed forth from his black heart as he threw back his head and laughed wickedly. The power of Harmony would soon be his.

* * *

**Authors Notes:  
**I'd like to go on record, I never understood who set up that test for the Soul Stone or why... because it seemed like no one in the entire universe except Thanos, the one person you really don't want to get it, could do it. No villain would love anyone enough to sacrifice them, and conversely, no hero would sacrifice someone they loved to achieve the stone (some could come close, maybe Tony or Strange, and as we've seen Hawkeye and Black Widow, but its a near thing). Only Thanos, and only to further cement his status as a misguided, even tragic villain, killing his own daughter. So obviously, with Grogar much more villainous in this story, and Soul now Generosity, I simplified the test a little. And managed to give Stygian, aka the Pony of Shadows, a fun cameo.

Starting to regret Tempest Shadow as Gamora and Sunset Shimmer as Captain Marvel. Should've switched them maybe. Oh well, this is my story and I'm sticking to it. Also, no, it's not Discord, especially in this story. Grogar IS Grogar.


	10. Turning of the Tides

Captain Equestria, the White Diamond, and King Thorax made their way to the edge of the shield, just as their opponents slunk into view on the other side. King Sombra snarled darkly as he pawed at the ground, his red horn having re-grown and he looked otherwise unharmed from his fight in Ponyville. Meanwhile, Queen Chrysalis glared at the trio approaching, even as she traced her crooked horn against the edge of the shield. It crackled and sparked with lightning, but held. Changeling Magic was as impressive as its Technology.

There was no sign of Ahuizoatl, the freak whom they had fought in Somnambula.

"Where's your other friend?" asked Rarity in a mockingly concerned tone. "Couldn't join us?"

Chrysalis glared, her green eyes intense with hatred. "You will pay for his life with yours. And then Grogar will have that Element."

"That's not going to happen," Applejack replied matter-of-factly.

Thorax backed her up. "You're in our territory now. Grogar will have nothing but blood and dust," he added, hoping he projected a bit more bravado than he was feeling right now.

The dark queen grinned. "We don't need _blood_," she intoned, her horn lighting up.

Behind her, the great monolithic spaceships began to open up. And a teeming horde of hideous creatures began to emerge. A writhing mass of wooden sticks and twigs, compiled together into baleful creatures, each half again as big as any pony and with a mawful of thorn-like teeth.

Timber Wolves.

They charged en masse towards the barrier.

* * *

The trio returned to the front line. Raising an eyebrow at encroaching army, Big Macintosh glanced over at his little sister. "Ah take it they didn't surrender?"

"Not exahctly," Applejack replied, even as she took her spot in line.

Thorax, at the head of the formation, called for order, as the defenders planted their hooves and waited. The Timber Wolves had just broken through the treeline and were crashing into the magical barrier protecting the hive. Some were even doing some damage to it. A few managed to force a head or limb through, but the barrier quickly loped it off, scattering the pieces across the ground as if a tree had been butchered.

"They're killing themselves," one changeling uttered in horror. This was no typical army attacking the hive. Timber Wolves worked as the shock troops of Grogar's army. Relentless, ruthless, always hungry, and best of all: expendable. They had no sense of self-preservation, only a thirst for blood and death.

Worse... some were starting to get through.

A few broke through the line and began loping across the empty plain towards the defenders, ignoring any burns or breaks in their bark-like skin. The ponies and changelings opened fire with magical bolts of energy, directed from their spears and staves, the horns of changelings and unicorns, or else the hoofs of Fluttershy's impressive battle armor. They were holding the line, easily managing to keep too many Timber Wolves from reaching them, let alone causing any sorts of damage. But more were coming by the minute, crowding against the barrier, tearing their way through it.

"Good lord, have ya'll seen the _teeth_ on these crittahs?!" asked Braeburn, doing a barrel roll to avoid one leaping Timber Wolf that nearly knocked him out of the air.

His flying partner Spike nodded, deciding to cut the polite garbage and go straight for his big guns. "Alright back up Brae, or you're gonna get your wings singed."

Waiting until his comrade was well clear, the purple dragon glided in low, opening his face-plate. Taking a deep breath and exhaling hard, a wave of molten green fire washing over the Timber Wolves, many of whom did not have time to cry out before they were reduced to so much blackened ash. Those who did manage to escape direct incineration tended to be caught in the flames, which quickly spread over their dry wooden bodies. They yelped and scampered in every direction, trying in vain to extinguish themselves, making them easy to pick off for the Equestrian defenders.

However...

Directing the battle, Chrysalis and Sombra sent two separate waves of Timber Wolves around the barrier to the north and south. From her perch, Fluttershy could see this, and spotted the danger of such immediately.

"Ooh fiddles. Uhm, Captain? If they get around us and breach the barrier there's nothing protecting Shining Armor," she said, glancing at him for direction.

AJ considered the possibilties quickly, and realized they only had one reasonable choice. "Then we bettah keep 'em in front of us."

"... how?"

"We open the barrier," Thorax replied, having already worked out roughly what Applejack was thinking. Laying a hoof over his collar, he spoke into it, communicating with his magical servants back in the Hive. "On my signal... prepare to open the northwestern section of the barrier."

The drone on the other end responded back with some obvious concern. "Requesting confirmation... you said... _open _the barrier?"

Thorax nodded. "On my signal."

By his side, Pharanx was ready to fight, pawing at the ground. "Let's get this over with... show these brutes the might of the changelings."

Glancing left and right, Applejack saw the others were ready, and nodded to Thorax. He, in turn, sounded their battle cry:

"**EQUESTRIA FOREVER**!"

And with that, everyone burst into a gallop, the rows of changelings, ponies, heroes, defenders, warriors, and all came pouring down the hillside towards the barrier protecting the Hive. Spike and Braeburn swooped overhead as several other flights of changelings took wing and joined them. The earth shook as Fluttershy's mighty Flutterbuster armor shook the ground, stomping alongside the other defenders. At the front, leading the charge, were Captain Equestria, the Winter Stallion, and King Thorax.

"Now!" Thorax cried over the onrush.

Within the hive of the changelings, some subordinate obeyed their ruler, and a rift opened in the magical shield protecting them. The instant it was open, Timber Wolves came pouring in, teeth snapping and claws digging into the ground as they loped across it en mass towards the approaching army. To their credit, none of them faltered in their advance.

Applejack charged ahead of them all, galloping at a mad frenzy, her hooves a blur as she pumped them rapidly, even managing to outdistance the King of the Changelings. At a little creek that separated the two armies, she took a flying leap clear over it and repositioned herself mid-flight to head backhoof first into battle. Bucks McGillicuddy and Kicks McGee slammed into a pair of hideous faces with more teeth than any living creature had any right to have, sending both beasts flying. She landed seconds later, and her vibranium lasso was in motion before she'd even finished landing on all four hooves, grasping another enemy by its maw and swinging them around in a wide arc to slam into its colleagues. This gave the other defenders more breathing room as they came barreling in right behind her. Thorax leapt into the air over her head, forming into a heavier, more muscular form on the way, and smashed into the ground past her like a meteor, scattering Timber Wolves everywhere. Some of his soldiers were doing the same, while Fluttershy shot bright pink beams from the palms of her suit, utilizing the armor Twilight had designed to cut huge swaths through the wooden beasts. Timber Wolves scattered, but there were untold hundreds of them, and more kept coming every minute.

Thorax smacked aside one such wolf hard enough to turn it into kindling. "How much longer Ocellus?!" he cried out, anxious to end this battle before things got worse.

His earring buzzed, the voice in his ear as if she was right by his side. "I've barely begun, brother!"

He knew she would be doing her best, she simply couldn't do any different. Even so, lives were at stake. "You might want to pick up the pace!" he said in polite exasperation. And then ducked as another beast came charging at him, nearly tearing off his flimsy wing.

* * *

In the heart of the Frozen Wastes, at the top of the gift givers factory, Rainbow breathed out slowly, deeply, clearing her lungs.

"Ancestors, give me strength," she whispered, praying for guidance. From her father, from her mother, from anyone who would provide it.

Aurora watched in trepidtation. "Do you understand what you're about to do, Rainbow? You're about to channel the full might of the storm... it will kill you..."

Not might, not could, _would_.

"It wouldn't be the first to try," she responded confidently. And with that, seized both of the metal ends of the circuit with her hooves, bracing herself. She didn't have to wait long. The next bolt of lightning struck, and she felt it, the full electricital power coursing through her body as she gave a defiant growl of pain, refusing to cry out. Another, and another, as the storm's power poured through her body. But it was enough, the power was flickering through the factory, and the furnace and forge began to heat up the arcane metals.

"You're almost there!" Bori cried. "Keep it up!"

"The metal is softening!" Aurora declared. "It's almost there!"

A few moments later, the magical ore had indeed heated to the point it flowed like a thick, vicous liquid. Taking either side of the cauldron it lay within, Aurora and Bori pushed on the turn, letting the metal flow into the mold, taking the shape of the gift they had for Rainbow Dash.

"Almost there! Hold, Rainbow Dash! HOLD!"

"You've got this," Alice said, though she didn't seem to be facing Rainbow Dash when she said it.

Finally, the last bolt loosened Rainbow's grasp, and she collapsed into a smoking heap on the floor, feathered wings twitching, rainbow mane standing on end as she lay there. Angel Bunny was there in mere moments, checking over her form. She wasn't breathing.

"She's dying," Alice remarked, with a voice far too casual considering the news she was giving.

Bori looked aghast. "She needs the gift! It might be the only way to save her!"

Aurora leapt down, smashing the mold, breaking it open with her bare hooves, wincing at the heat. There was no time to let it cool. The heavy metal brick broke apart, revealing what lay within: a length of thin metal of a bright golden color, a partial circle with an open end on one side, big enough for an object the size of a walnut. Or a jewel.

"Where's the gem?! Where'd it go?!"

Bori turned to Angel as she dashed through the rubbish littering the floor. "Rabbit, help us look!"

Glorisa Daisy watched, moritifed and mystified, as Rainbow breathed shallow in front of her, her life force fading. She wanted to help, she truly did, but she didn't know how. Absent-mindedly, she pressed her hooves together on the rock Alice had given her earlier... and blinked in surprise when she heard a crack. The rock split open, revealing a perfect diamond gemstone within. And in that instant, Glorisa saw it. What she had to do.

"... I've got this," she whispered softly. And for once, she truly did. Setting the magical geode on the ground, she laid it between the hoop of metal. Then, grimacing in pain, she grasped the sides of the circlet and pressed, sealing them around the gemstone as they cool. The bright diamond at is center shined like a rainbow. Gingerly, Glorisa Daisy picked up the object, wincing at the intense heat, and set it upon Rainbow's head. The unconscious Princess lay there, regal as ever, but still dying...

... and then her magenta eyes flew open, a spark gleaming in their depths.

* * *

Unable to handle the onslaught, soon the defenders of the Hive began to tire. Changelings were overwhelmed by the sheer force of the Timber Wolves, who tore through their ranks like sheep. Pharanx held the line longer than most, but even he was caught off guard by a black crystal erupting out of the ground and sending him careening through the air. Sombra stomped into view with a dark growl, Chrysalis close by his side with a wicked grin, as the two of them personally lead their beasts into the fray.

Thrown back-to-back, Applejack and Thorax continued to fend off their attackers, but were being surrounded, all hope of rescue or escape cut off. Likewise, the nearby armored form of Fluttershy was being swamped by a new wave of Timber Wolves.

"There's too many!" she cried, even as the wooden beasts clambered onto her armor, tearing and rending and smashing. In seconds they'd be overwhelmed.

Then, all of a sudden, there was light.

A bright, cascading light of rainbow colors, smashing down amongst the Timber Wolves and stopping them dead in their tracks. From the rainbow column of light emerged a roar of thunder and a crash of lightning, beams of it smashing into the wooden forms, cracking the wolves into so much kindling before the light finally cleared. There, standing in the center of the battlefield, was Princess Rainbow Dash, the Thunderer, the Fastest Pony Alive. Atop her brow was her gift: the Stormbreaker tiara, imbued with immense magical power. And at her side and on her back were Glorisa Daisy and Angel Bunny, both anxious to fight as well. The latter unfolded a weapon on his shoulder that grew to nearly twice his size.

Climbing to her hooves, Fluttershy was so overjoyed she popped her armors helmet and cheered wildly. "It's Rainbow Dash! WOOOHOOO!"

The defenders finally had a chance to win now. Chrysalis and Sombra exchanged a worried glance, well aware that the battle had shifted out of their favor. Equestrians they could handle... even changelings... but this was a Cloudsdale _Princess_. And she was even more powerful than when they'd attacked the _Wonder Bolt_. Her tiara was glowing with incredible power, crackling with multi-hued lightning all around its frame. Rainbow snorted, picking up speed as she charged the enemy line, shouting a single battle cry:

"**Bring! ME! GROGAR!**"

Leaping up, she came down with the crash of a thunderbolt, sending waves of multi-hued devastation in every direction, scattering the monstrous beasts and sending crackles of lightning in every direction. The Princess of Cloudsdale was angry. And all would feel her wrath.

* * *

Far away in Tartarus, Grogar emerged from another crimson portal, stepping onto the ruined landscape with a casual ease. His cold gaze swept over the wasteland, half expecting some of his Children to be there. But he was alone.

Well... not entirely alone. He finally caught sight of the wizard, sitting casual as could be, on her haunches amidst the ruins of one of his ships. Starlight Glimmer.

Her being here. Abacus Cinch being not so much. It didn't take it long for Grogar to realize what had happened.

"I take it Cinch is dead?"

Starlight nodded simply.

Sighing heavily, the great goat felt a weariness settle over him for the first time since he'd awoken this day. "This day extracts a heavy toll." His gaze fell on the amethyst jewel hanging from Starlight's neck. "... still, she accomplished her mission," he noted. He would have to show his appreciation for that once this was all over. A memorial of some sort.

Starlight, for her part, did not seem to think the same.

"You may regret that. She brought you face to face with a Mistress of the Arcane Arts."

Grogar smirked. "Do you know where she brought you?"

"Let me guess... your home?"

He grimaced slightly at that term. "It was... once."

Touching the Element of Truth at his throat, a wave of orange energy swept the landscape, transforming it back into the idlylic land it had once been. Rams great and small frollicked as freely as ponies amongst the green and blue. "Tartarus was like most worlds. Peaceful. Loving. Everyone was friends, everyone was happy," he growled, obviously annoyed at the idea. "They couldn't see the coming calamity, refused to prepare for it. Darkness descended on my world... I warned them... I warned all of them... but they refused to listen to me. They called me... mad..." and it was obvious after all this time the word still stung. "And what I saw... came to pass," he finished, the gem no longer glowing as the illusion faded, and the truth set in, awful though it was.

Starlight Glimmer, who had seen worse, scoffed at his overly dramatic and needlessly simplistic view on things. "Congratulations, you're a prophet."

"I'm a survivor," he replied darkly. "A conquerer."

"Who wants to murder trillions."

He grinned. "And with all six Elements, I can do so with a stomp of my hoof. Half the universe would be wiped out in an instant," Grogar bragged.

"And then what?" Starlight asked, climbing to her feet, sensing the fight was near at hand.

"And then I've won," the old goat replied. "The universe is mine, and everypony will suffer for what was done to me."

"Believe me when I say your suffering hasn't even begun," Starlight said, flaring up a magical aura around her horn. Preparing a spell to attack.

And signaling the others.

Giving Grogar barely enough time to look up before a chunk of starship came slamming down into him with the force of a comet, shattering atop of the mad goat. Twilight Sparkle, having just pushed it down to smash into him, gave a hoof's up to her comrades. "Piece of cake!" she declared, thinking their plan a success.

"Yeah if your goal was to piss him off!" Flash retorted, throwing on his helmet and flaring his wings, taking flight. Indeed, he was right, Grogar was far from beat. The Elements of Loyalty and Laughter flared outwards, blowing the starship chunk to pieces, and then the orange apple at his throat lit up, and the fragments turned into fruit bats, which swarmed through the air after the Iron Mare. Twilight gave an undignified yelp as she turned to flee, speeding away with the flock of bats in hot pursuit.

Gilda leapt out from behind her own cover, slashing with her wings at Grogar's hind legs, trying to drive him to the ground. Starlight teleported closer and conjured a glowing aura around her horn, using it as a sword to strike at Grogar as he countered with his own horns, deflecting her strikes. He didn't even look back to kick Gilda away, and she went rolling across the blasted landscape as Flash flew in low, blasting with his blasters.

Knocking the mystic away, Grogar turned his attention to the pegasus bearing down on him, but Starlight conjured up a series of portals, and Flash seemed to zip-zap from side to side and out of the way as Grogar let loose an angry barrage of energy with which to incinerate him. The last jump materialized him right overhead of the goat, and Flash slapped an explosive rune onto Grogar's back and deftly back-flipped over him. He even paused long enough to flip some feathers at him as he dove through another one of Starlight's portals.

"Boom!"

The explosion rocked Grogar... but not nearly badly enough.

* * *

**Authors Notes:  
**No axe or hammer for this Rainbow Dash. I wanted to keep it something more suitable for a pony, whom I try to have holding things in their hooves as little as possible. So a tiara seemed natural enough, especially with the original Element of Magic being one. I have something else planned for Mjolnir in the upcoming Endgame half of this story.

Again, continuing to expand upon Grogar as a truly evil monster as opposed to the somewhat sympathetic Thanos, he had a chance to be good, amongst his people, but he didn't, and now he wants to conquer and rule and destroy out of spite, not save the universe or help ponies.


	11. The Hottest Fires

The Mad Goat shaken but far from beaten, Starlight and Sandbar began a strategized move they'd been working on, where she conjured up a portal, and he popped through it to strike Grogar before slipping through another. The first two times were promising strikes, keeping Grogar off-guard and unable to anticipate where the next blow was coming from. By the third, however, he was quickly picking up a pattern. Grogar anticipated the next jump and intercepted it, smacking Sandbar out of the air and to the ground, beneath his heavy hoof.

"Insect!" snarled Grogar.

"Arachnid, actually!" Spider Stallion retorted, even as he felt his throat being crushed. Growling, Grogar kicked him away, where he crashed into Starlight.

Rockets burst against Grogar's back and shoulders as the heavy-horned goat glared up at the sky, where Twilight was coming in hot, flattening him with a barrage of magical missiles. She'd have moved sooner, but had to wait until her student was clear of the line of fire. As it was, she felt no need to hold back as her arsenal blew Grogar to pieces, wreathing him in fire.

Roaring in pain, genuine pain, Grogar tapped his necklace, and the Elements flared to life in a multi-hued spectrum. Absorbing the burning conflagration around him, he drew it in, and then threw his head forward and opened his mouth, breathing fire like a dragon. The blast burst against Twilight's armor, sending her careening out of control to crash into a downed air ship. Seeing his mentor in trouble, Spider Stallion threw out a webline to try and yank Grogar's head (and his aim) off course. Snarling, the goat pulled back just as hard, knocking Sandbar into an outcropping. Seconds before an alien vessel came crashing down into him with the force of a meteor. The entire vessel burst apart upon impact, but Grogar merely rolled and shook his head, climbing to his feet, apparently unharmed.

Before the wreckage had even grown cold, a pale yellow mare with red and purple mane leapt from it, her limbs augmented by sophisticated cybernetics, and she barreled into Grogar head-first, knocking him back. He knocked her aside, and she rolled to her feet as he glared at her. It was Moondancer, freshly escaped from Grogar's ship and anxious for another attempt to off her 'daddy'.

"Well, well," he grunted, somewhat impressed by her tenacity.

"You should've killed me!" she proclaimed, activating her armbands and letting electricity crackle along her hooves.

"It would've been a waste of parts!"

Snarling like a dragon, she threw herself forward, hitting his flanks and sides, peppering him with eletrical jabs. Grogar growled, tossing her aside with a butt of his head.

She skidded to a halt then galloped towards him full charge. "Where's Tempest?!" she yelled.

Not dignifying her with an answer, Grogar knocked her away with a sweep of his horns. He prepared to follow up with an Element attack, charging up the red lightning bolt of Loyalty to reward his treacherous daughter, when several bands of pale cerulean energy wrapped around him, pinning his hooves to the ground. This was followed up by a thick webbing from his blind side, binding his back legs. Gilda threw herself forward with a roar, grabbing his hind limbs and pinning them to the ground, even as Spider-Stallion and Iron Mare moved to grab at his forelegs. Grogar struggled, squirming, tensing his muscles and preparing to throw them all off, when Doctor Glimmer added the cherry on top of their little surprise sundae.

Her horn circled the air, opening a portal above Grogar in cerulean energy. Vinyl Scratch fell from the portal, landing squarely on Grogar's back, and slapped her headphones down on over his ears, clamping down hard with her hooves. Everyone tightened their grip, straining with all their might, as Grogar gave a mighty bellow of anguish. And then... nothing. He was so tense he may as well have been forged of adamantium, yet the Mad Goat could not move.

"Is he under? Don't let up!"

Vinyl nodded, giving the briefest of nods. The soothing music of her magic headphones kept the enraged Grogar restrained, but by the thinnest of margins.

"Sandbar, give me a hand!" Twilight insisted, grabbing at the necklace and trying to unlatch it, prying it from Grogar's throat without disrupting the headphones keeping him under. The Spider-Stallion leapt onto his back, trying to undo the clasp, but hooves were never designed for precision work, and it was rough doing. It didn't help that Grogar had probably never intended to ever take the damned thing off.

Flash landed beside the others, retracting his mask. "Hah! That was easy. I thought you'd be harder to catch," he taunted Grogar, who could barely hear him.

Trotting closer to the Mad Goat, Flash glared right into his face. "Where is Tempest, you filthy waste of fur?"

"Tempest... is... _mine_..." he managed to growl out, barely able to even hear the question, barely able to think with the many defenders struggling to restrain him, to pry the necklace from his body.

"No, no, no she isn't! She is free!" he protested. "She doesn't answer to you anymore, you monster! Now tell me where she is! WHERE IS SHE?!"

"... she's gone."

The answer didn't come from Grogar, still straining against his restraints. The answer came from Moondancer, standing nearby, looking despondant.

"... Grogar took her to Hollow Shades," she explained. "Then he came back with the Element of Generosity. And Tempest didn't."

The implications were easy enough to puzzle out, even for someone as dense as Flash. But the sheer magnitude of it. He turned back to Grogar, still struggling, and almost begged him to "Tell me she's lying."

The navy blue goat growled, but it could be taken as anything given the context. Unsatisfied, Flash Sentry flew right into his face.

"TELL ME YOU DIDN'T DO IT!" he roared.

"It... was... necessary..." Grogar finally managed to growl out.

The depths of depravity momentarily stunned Flash. "No it wasn't," he whispered, aghast. "NO IT WASN'T!"

Before anyone knew what to do or tried to stop him, Flash swung out with a hoof, smacking Grogar across the face. Roaring in uncontrollable rage, his hooves and wings smacked and cracked against Grogar's face, ineffectively as punching a wall, but Flash Sentry was beyond pain now. Nothing compared to the ache in his heart from losing Tempest. And worse, knowing it was his fault. His beating continued as Grogar shook from the force of his blows, until finally Vinyl and her headphones were dislodged from his back, and the Mad Goat blinked, his eyes coming back into sharp focus as he shook them off. With a swift kick and a snarl, he dislodged Gilda next, crashing her into Flash Sentry and sending both Guardians tumbling to the ground. A sweep of his foreleg knocked both Twilight and Sandbar down, and he swiftly adjusted his necklace back into place, securing it behind his neck.

"I have had just about enough of **_ALL_ OF YOU**!" Grogar roared, casting a glance skywards, at Tartarus' sole remaining moon. With a dark growl, he raised a hoof towards it, activating all four of the Elements of Harmony. Their combined power washed over the moon... cracking it into fragments... then with a mighty roar and a downward sweep of his hoof, Grogar sent them all crashing down to the surface of Tartarus, intent to wipe out the creatures plaguing him. Iron Mare watched in horror as the meteors came raining down, and fired off her rockets, desperately trying to avoid them as they smashed into the ground, rocking the entire planet (or so it seemed to her) down to its core.

Grogar was playing for keeps.

* * *

Back in the Hive in changling territory, on Equestria, Ocellus tensely manipulated the magical runes and waves, the micro-surgical energy beams working hard to carefully and precisely removing the Element of Kindness.

Nearby, Cadence watched, tense and nervous. She felt like if this went on much longer she'd be torn in two. She wanted to be here, to destroy the Element and end this conflict. And yet she also wanted to be out there, defending her friends. The indecision was killing her far worse than anything a Timber Wolf could do.

* * *

Brave though the changelings were, they were not built and bred for combat. Sombra was. A veritable instrument of death and destruction, the black crystal king was smashing through them like a rhinoceous, scattering Changelings left and right. That is, until their King decided to intervene. Thorax smacked right into Sombra's chest with his horns, driving the dark king back.

Nearby, Angel was mowing down waves of Timber Wolves with a weapon far larger than he was. The adorable little bunny was having the time of his life. Unfortunately, his greater firepower was drawing in the beasts with greater intensity, and before too long, it looked like he'd be swamped by them.

A mad gallop brought Big Mac over to Angel, scooping him up with his head and tossing him onto his back before the little rabbit could protest, and the two of them charged into the fray, Big Mac providing the ride while Angel Bunny mowed down wave after wave of Timber Wolves. Soon, they ran out of targets, and Angel hopped down for a breather. He also wanted a closer look at the red stallion's artifical leg, tapping his paw against it, then lifting it up and rubbing his tiny fingers together, indicating bits.

The large red stallion glanced at him, then went off to fight, not dignifying his question with an answer.

Angel just grinned, knowing before much longer, he'd have a new cybernetic component in his collection.

* * *

The tide of battle also brought Rainbow Dash and Applejack together. The two friends took a moment to catch their breath and compare fashion tips.

"New haircut?" AJ asked.

Rainbow nodded. "Yeah, long story. Love the boots, by the way. Rarity's?"

Applejack nodded weakly, too tired to comment.

A Timber Wolf was smashed to the ground beside them by Glorisa Daisy, who was manipulating the local plant life with her usual aplomb. In space, or on artificial constructs like stations and ships, she was without her usual access to powers. Here, she was easily as strong as Gaea Everfree had been at the height of her power.

"Oh yeah, this is a friend of mine, Glory," Rainbow casually introduced the vine wielding woman.

She threw up a mighty tree to block an encroaching horde of Timber Wolves, then grabbed another two in a telekinetic grab and tore them apart with a flick of her hooves. "I've got this!" she proclaimed.

Applejack, puzzled by the intro, none the less did her best to respond politely. "Ya sure do."

There was a rumbling off in the distance, deep in the ground. Something coming from the direction of the Timber Wolves drop ships. The whole earth seemed to be breaking apart, as the barrier around the Hive began to fluctuate. Erupting out of the ground came a series of huge metal threshers, great machine weapons of Grogar's army. Bigger than most buildings and sporting huge curving blades rapidly rotating around them, they tore through both the ground and the defenders with almost comical ease.

"Fall back! Fall back now!" ordered Thorax, swooping over to grab another changeling, pulling them out of the line of fire.

With the arrival of the threshers, the battlefield tide had shifted yet again, driving back the changeling defenders as they sought to regroup. Their air support, meanwhile, hammered at the unholy machines of death, trying to bring them down. Spike and Braeburn led the charge.

"Focus on the left flank, Brae!"

"What do you think I'm doing?!" replied the airborn pony, peppering the destructive machine with gunfire.

Spike made a pass on the right side, spewing emerald flames at the cold metal, and Braeburn followed up with some missles that rocked the huge threshers, knocking them back and forth. Two fell over, unable to withstand the combined flyer power, but the rest churned on, crushing Timber Wolf and Changeling alike, smashing through everything in their way. They were heading straight towards Rarity and Pharanx, the two fighting back-to-back against a number of Timber Wolves. Neither would be able to get out of the way in time as the threshers came crashing towards them.

Then suddenly Cadence was there, landing in front of them and throwing up her hooves, a wave of pink energy radiating from her horn as she caught the threshers, each taller than a building, in her magical grip. With no more effort than it would take a pony to knock an apple out of a tree, she crushed the hideous machines together, squeezing the heavy metal into a huge heart-shape before letting it come crashing back down, smashing an encroaching pack of Timber Wolves.

Pharanx glanced up at the devastation, then back at Cadence, who smiled a little sheepishly.

"What the heck were you doing up there all this time?" he growled.

* * *

The Children of Grogar answered that very question.

Chrysalis pressed a hoof to her collar, and magically contacted her comrade. "Now."

* * *

Despite what Chrysalis had implied to Rarity, that her consort Ahuizoatl had perished during the initial attack in Somnambula, he was in fact, quite alive, and quite well. And worse still... already deep within the Hive, undetected, waiting... for this very moment. At Chrysalis signal, he slipped out of the shadows, revealing himself with a hideous growl.

Two changeling guards moved to intercept him, even as Ocellus glanced up in horror at his approach. Doubly so when the mismatched limbs cut down his attackers like so many cardboard cutouts. Desperate, Ophleia tried to finish the surgery, mere minutes away from completing Shining Armor, but she was out of time, and barely managed to move aside with a yelp as Ahuizoatl tore through her magical runes, ending the operation. His tail knocked her aside, smacking her into a wall. Snarling, the hideous creature leapt down to where Shining Armor was, but frowned in puzzlement upon finding his table empty.

That was, until the white unicorn stallion knocked him through the nearby window, sending them both tumbling out of the laboratory. They tumbled down another corridor of the Hive, one that led upwarsd towards the surface. Ocellus crawled her way over to a nearby runestone, pressing it weakly.

"We're under attack!" she reported. "Repeat, we're under attack!"

"Ocellus, are you okay?!" asked Thorax, galloping like mad through the battlefield.

"I'm fine but they got Shining Armor!"

"Somebody get to Armor!" Applejack yelled, before another Timber Wolf leapt on her. She threw it off, but she wouldn't be nearly fast enough to wade through the fray back to the Hive.

Fortunately, help was much closer at hand. The Hulkbuster armor rocketed past, as Fluttershy radioed "I'm on it!"

* * *

Cadence would have been next to go, but she was unprepared as a massive black changeling bowled into her, knocking her into a ditch. Chrysalis glared down at her before leaping down, her curved, cruel horn crackling with emerald energy.

"Not this time, witch... this time I finish you... as Ahuizoatl finishes your construct _toy_."

Glaring, Cadence own horned flickered with pink fire, answering Chrysalis challenge.

"He will die alone... just like you," the dark changeling queen promised.

"She's not alone."

Chrysalis hissed as she lifted head, turning back to see Rarity standing there, resplendant in white, armed and ready to fight. Snarling, the dark changeling turned to face the other mare, who blocked her charged horn with her hooves, covered in electrically charged horseshoes. With them, she beat back Chrysalis, and then began to tag-team her with Cadence.

* * *

Ahuizoatl kicked Shining Armor, knocking him out of the cave, stumbling down the hillside towars a nearby river. This part of the changelnig territory was beautiful, but there was little appreciation for such with the monsterous child of Grogar intent to end Shining Armor. And worse, there was an ominous thud in the ground as King Sombra came stomping over to join in the fun. Between the two of them, the still badly hurt unicorn didn't stand a chance alone.

Fortunately, he wasn't.

There was a blast of energy from above, the sound of engines cutting out, and a huge heavy metal pegasus dropped out of the sky to interpose herself between Shining Armor and the forces of Grogar. Hooves upraised, arcane repulsors sparkling as she prepared to unleash them.

"Oh no you don't, you-, you-, you-!" Fluttershy's voice carried over the loudspeakers of her armor, even if she was still at her usual whispering volume. "L-listen! I'm only going to ask you this once, please stop fighting now, before..."

King Sombra didn't let her finish, growling as he swung his body around and kicked hard, knocking the Flutterbuster armor and its occupant back. They went splashing down into the river beside the waterfall, scrambling to gain purchase atop of one another, rolling end over end.

Meanwhile, inside of her armor, Fluttershy was terrified, but also peeved. Despite all that had happened during the battle she'd still made no progress calling on her alter ego. And they needed her, now more than ever. "Flutterhulk! PLEASE! We need you!"

For a brief moment, half of Fluttershy's face was that of the Flutterhulk again, dark yellow and monsterously huge. But as she had before, the other mare was there long enough to utter a single word of defiance:

"**NOOO!**"

Fluttershy whined as she reverted to her usual adorable self, tears in her eyes. "Fine! I'll just do this MYSELF!" she yelled, her frustration finally having boiled over into legitimate, genuine rage of her very own.

This time, when Sombra charged, she met him halfway, smashing into the bigger brute and casually knocking him back with her heavy Flutterbuster frame. Fluttershy they proceeded to wail on him, screaming what were (for her at least), horrible obscenities.

"You brute! You jerk! You unbelievable MEANIE!"

Cracking the rock beneath his head, Sombra reared back and kicked hard with his hooves, knocking the Flutterbuster back into the river, giving the dark King some much needed breathing room. As well as shattering the armor and further exposing the pale yellow pony within. Part of the collar mechanism for the armor had fallen into the river beside Fluttershy, and she instinctively grasped it as Sombra charged, catching him around his throat by the collar and snapping it shut behind his neck. His roar turned to a growl of confusion as his eyes opened wide.

"Bye bye!" Fluttershy shouted, and slapped the control on the side of the collar.

The booster rockets fired on either side of his shoulders, hurling King Sombra out of control and into the air. Without the rest of the armor stablizing his flight, he went wildly out of control, crashing into the barrier surrounding the Hive as he let out an undignified roar of defiance. Seconds later, there was nothing left of him but an explosion that rocked the barrier and all of the ground below.

Sighing, Fluttershy flopped back onto her haunches amidst her broken armor, gazing mournfully up at the sky. She'd never wanted to kill anyone, but Fate had, as always, had other plans. And she still hadn't been able to get through to Flutterhulk.

"We really need to talk," she said to herself.

Quite literally.

* * *

**Authors Notes:  
**Not sure I can add more to this, really.


	12. The Iron Mare vs the Mad Goat

Chrysalis, Cadence, and Rarity were going all out, trading heavy blows that might have felled a lesser pony in a single hit.

Chrysalis was big, and strong, as befitting a child of the mad goat. But in her own way, she was also fragile. Her hollow, insectoid body lacked substance, leaving her perpetually hungry, starving and angry. Rarity, by contrast, was almost pure muscle despite her sleek frame, and Cadence was an alicorn with the proportional strength of a pony twice her size, backed up by intensely powerful magic. The two of them took full advantage of this as they hammered the wicked queen back and forth between them, keeping her off-balance with multiple opponents. Snarling, the hollow bug powered through Cadence's next pink blast of energy, seizing her by the shoulder with her fanged teeth and hurling the pink alicorn through the air and out of her mane for a bit. Rarity swooped in to capitalize on her weak side, aiming for her flank with a high kick, but Chrysalis knocked aside her hind leg aside and kicked back with her own hind legs, flooring Rarity. Before she could roll to her feet, Chrysalis was upon her.

"You're a lovely one," the dark mare hissed. "I'll enjoy wearing your face once this is all over...!"

Grinning wickedly, the wicked queen lifted up her hoofs, intent to smash Rarity beneath them and her full might, when her entire body was seized in a fuchsia glow. Startled, she barely had time to look up and confirm that yes, it was indeed the Pink Witch who had her in her magical grip... seconds before she was hurled upwards into an active, moving thresher. She didn't even have time to scream before she was reduced to so much gelatinous organic goo, which splattered in dark green chunks across the landscape. Including more than a few droplets of it spraying all over poor Rarity.

"... ewwwwwwwwww," Rarity whined. "I! Am! Absolutely! _FILTHY_!"

Cadence just smirked, knowing if Rarity had time to complain about her looks, she was going to be just fine.

After a _vigorous_ trip to the salon, at least.

* * *

Elsewhere, Ahuizoatl and Shining Armor were caught in a life-or-death struggle at the base of the Hive. The mismatched beast plunged a horrifically curved knife into Armor's chest, right beside the Element of Kindness. If it wasn't for his nature as an artificial, magical construct instead of a flesh and blood pony, there'd be blood spilled all over the forest floor from the countless attacks.

"I thought you were formidable... but you're weak, like any other pony..." Ahuizoatl gloated, kicking Shining Armor to the forest floor and preparing to tear out his Element, and his heart for good measure.

He didn't get the chance, as something crashed into him with the force of a freight train. It was Applejack, the Equestrian Captain, knocking the freakish creature away from its quarry and sending them both rolling end-over-end amongst the foliage, down a slick hillside. Applejack sprang back to her feet almost immediately, but Ahuizoatl was just as fast, grappling with her, hoof-to-hand, as she struggled against its impressive strength. And worse, its third hand at the end of its tail was free, reaching across the ground for its discarded knife. If it grabbed it, it would be all over for Applejack.

However, when the grasping hand finally slapped against the ground where it was... it was no longer there...

... it was in the grip of Shining Armor's teeth as he charged forward on what little strength he had left. Applejack rolled backwards, loosening her grip to draw Ahuizoatl towards her, exposing his back, and let Shining Armor plunge his newly acquired knife deep into it. The mismatched monster gave a hellish death rattle as its own weapon pierced its vital internal organs... then collapsed onto the forest floor, Applejack rolling out of the way seconds before it dropped down atop of her.

Accepting a hoof up from Shining Armor, still holding his chest to hold back the pain, Applejack felt mighty grateful for his quick save. "Thank ya'll."

He nodded. "We don't trade lives," he reminded her.

Applejack could only smile at that.

* * *

Spinning in the air around the fleeing Timber Wolves, Rainbow Dash took flight in a wide arc, building up speed before reaching the apex of her flight and then speeding back down towards the fleeing pack, as the wooden creatures scampered and howled in terror. A burst of rainbow light erupted from her as she slammed into one of their towering vessels, smashing through it, preventing their escape.

"Oh no you don't!" she exclaimed, moving on to the next one. "I didn't say you could leave yet! Get back here!"

* * *

With the planet alive with explosions thanks to the falling moon fragments, Sandbar fell back from the offensive and went on the defensive, moving to protect the others. Weblines shot out as he grabbed hold of the unconscious Guardians, yanking them to safety in a web he'd prepared in a safer part of the region, underneath an expanse of heavy metal.

"I've got you!" he said, snaring Vinyl Scratch. "I've got you!" he said, plucking up Gilda and stretching her out alongside the DJ. "I'm sorry I can't remember anyone's names!" he added apologetically, drawing in Flash Sentry, who was starting to stir.

Grogar, meanwhile, strolled out of the conflagration like he was enjoying a cool summer breeze. Landing opposite him, held up by her Cloak of Levitation, was Doctor Starlight Glimmer. Not waiting to give him another chance to hurl a moon at them all, she took the offensive, starting with some of her most powerful spells. Starting with a leaping bolt of lightning from her horn, that chained from one rock to another towards Grogar, ensuring he wouldn't be able to dodge. He glared, countering with a tap of his hoof against his throat. A burst of azure energy from Laughter erupted from the Element and smashed through Starlight's spell, speeding towards her. Indeed, it nearly rammed into her but she split open the air with the mirror dimension to absorb it harmlessly, then sent the entire barrier spinning towards Grogar. It was an off-chance, but perhaps she could suck him inside and leave him to deal with somewhere less fragile than their own universe.

Grogar roared, collapsing the mirror dimension with his Elements, flaring to life at his throat. He crushed it down into a black hole of darkness and then flung the entire thing right back at the good doctor. Startled, Starlight none the less intoned a magical incantation, crossing her hooves, then flung them apart. The black hole burst into a kaleidoscope of colors, and Grogar watched in some confusion as a number of pretty kites went drifting past his head, unattached to strings. As choices of attack went, it was certainly one of the weirder ones he'd been made to witness.

Not intent to let him get in another attack, Starlight waved her arms in the air as they seemed to multiply, her body splitting off into a myriad reflection of duplicates, each in essence the _real _Starlight Glimmer. They moved around Grogar, surrounding him, confusing him, unable to discern which one was real as they all tossed out glowing ropes of cerulean energy, binding his horns and hooves and pinning him in place. Snarling, the mad goat activated the Element of Generosity for the first time, cutting through the abundance of Starlight's for a greater quality of just one. The duplicates shattered like a thousand mirrors, raining down glass that disintegrated as the sole Doctor Starlight Glimmer remained.

Anxious to end this, Grogar used the Element of Loyalty to pull her forward through the air, then smacked her to the ground with his hoof, pinning her beneath it.

"You're full of tricks, magician," he grumbled, almost respectfully. "But you never once used your greatest weapon..."

Tugging the necklace from her, Grogar smashed it on the ground, cracking the metal apart to reveal its innermost contents: gone.

"Empty," he growled. Starlight had removed the Element and hidden it somewhere.

Grogar flung Starlight aside, growling. She hit the ground hard, instantly unconscious, but he did not intend to be gentle with her. He was going to pry her apart if it took that to find his Element of Magic. He stomped his way towards her... coming up short as something intercept him. Twilight Sparkle landed with a heavy iron clang on all four hooves, wings flared and ready to fight. Her horn sparked with energy as she aimed it directly at Grogar. And despite her armor covered in dings and dents and scratches, she looked ready to take on an army single-hoof and _win_.

"You throw another moon at me... and I am going to_ lose it_."

"_Sparkle_," Grogar growled, acknowledging her.

It drew her up short, however. "You know me?" she asked.

"The Princess of Friendship, the Iron Mare, scholar, teacher, inventor, sorceress, oh yes... I know of you," he spat darkly. "You are not the only one cursed with knowledge, _Twilight Sparkle_."

"My only curse is you," she retorted, activating a feature in her armor. The wings flared up as small rockets formed on her back and shot forward, aimed right at the mad goat. He bellowed a challenge as they went smashing into him with huge explosions, rocking the landscape. Sadly, the damage to Grogar was minimal, he barely looked singed by the attack, but Twilight pressed her advantage, not intent to give him a moment to fight back or make use of the Elements. She hammered at him hard with every technological marvel she could think of, every arcane power at her disposal. Grogar was rocked by the power of her blasts, shaken by the force of her spells. But in the end, Twilight collapsed onto one hoof, panting heavily, her wings drooping. Grogar just grinned down at her, reaching up to rub at his cheek. There was a mark there. A tiny little blotch against his fur.

A thin line of black goat blood.

"All that for a single drop," he taunted.

Enraged, Twilight prepared for another attack, powering up her armor, but Grogar smacked her aside with his horns, sending her tumblnig end over end across the landscape. She rolled to her feet, wings flaring, but he was upon her again in mere minutes, having finally decided to retaliate in full. His might was impossible, his strength without limit. Another blow knocked Twilight to the ground, her helmet blown clean off from the sheer force of his attack, as Grogar stomped towards her menacingly.

_He can't be stopped_, she thought in a panic. _It was impossible_!

Grogar was less a villain and more a force of nature.

Even so, Twilight fought. Powering up her horn with another powerful blast of arcane energy, Twilight shot blast after blast at Grogar, but they bounced off of his chest like rainwater, deflected by the Elements, or else by the mad power of his impressively durable body. Twilight tried to duck under another horn strike and spun around, kicking out with her back legs. He laughed, barely feeling the impact against his chest. Her next strike, however, certainly got him to stop laughing, as she smacked him down against the ground hard, leaving him momentarily prone. Extending her armor and forming a blade on the edge of her horn, Twilight thrust her head forward, intent to impale Grogar through his black heart. But he grabbed at the top of her head and snapped the metal off (thankfully missing her real horn) with his hoof. He then reversed the weapon and swung it around, burying it in her back, right between her shoulder blades. Twilight gave a gasp, spitting up blood as her whole body seemed to become boneless like a jellyfish, and she collapsed onto the rocky ground, unable to move.

Grinning, Grogar reached down with a hoof, pulling up Twilight's head by her chin, gazing down at her with his mad, baleful yellow eyes. She barely had the strength to meet his gaze, and he didn't even look winded.

"You have my respect, Sparkle. You've given me one hell of a fight," he gloated, apparently still not quite feeling the exertions. At least not the way she was. "When I'm done, half of your miserable world will be spared... the better to serve their new Lord of Darkness... I hope the ponies remember you..." he taunted one last time, focusing his energy and powering up the four Elements at his throat. Blue, red, orange and purple glows began to build in intensity as their power surged.

_This was it_, Twilight realized. _He was done playing, now he was going to annihilate me out of existence._

She'd failed.

"Wait!"

Grogar glanced up, where Starlight was struggling to sit up, her mane a disheveled mess. "Spare her life... and I'll give you the Element of Magic."

The goat narrowed his eyes, suspicious. "No tricks."

"Don't!" protested Twilight weakly. Not like this.

Starlight Glimmer sighed, closing her eyes as she reached up with her hoof, pressing it _through_ the very fabric of reality, and plucked the Element of Magic, a six-pointed amethyst star, out of its hiding place in another pocket dimension. Encasing it in an cerulean glow, she drifted it over to Grogar telekinetically. With a fierce grin, the great goat grabbed the Element in his own hoof, and pressed it against his neck in an empty slot on his necklace. The entire thing lit up, purple fires and a slew of other arcane sparks filling the air as Grogar tensed, the power flooding his body. Even amongst the other Elements, Magic was easily one of the most powerful, and for a brief moment it looked as if Grogar would be overwhelmed. But then, finally, the power died down, and the necklace was adorned by another glowing bauble, adding to Grogar's collection.

"One to go."

The ground erupted into hot explosions as Flash Sentry came charging through the air, blasting at Grogar with wild abandon. Sparing him a contemptuous glance, Grogar didn't even stop to battle the annoying pest of a pegasus. He simply opened another portal with the Element of Loyalty and stepped backwards into it. Flash, mis-timing his last attack, flew right over him and crashed into the ground as the portal closed. He was on his hooves in seconds, snorting angrily.

"Where is he?! WHERE IS HE?!" he demanded, wings and weapons pointed in every direction.

But Grogar was gone. He'd gotten what he came for, and now he'd left them behind on Tartarus. Realization sunk in, as Flash de-helmeted and turned to look at the others with a horrified expression.

"Did we just lose?"

* * *

Landing on the edge of the clearing, Cadence quickly galloped over to Shining Armo's side, the other Avengers following close behind. Only Rainbow Dash remained behind, cheerfully tearing through the ranks of the Timber Wolves as the entire pack was sent scurrying back to their masters. Grogar's children had been cut down, most of the threshers were in ruins, and the Timber Wolves were being routed. Casualties were coming in, but overall, it was starting to feel like another victory.

Shining Armor flinched, but not because of Cadence's arrival. The crystal heart at his chest was pulsating, warning him.

"What is it?"

"He's here," he said, his voice dripping with dread.

The wind began to pick up, as Cadence and Applejack shared a look, the latter moving to stand protectively over their comrade.

"Everyone, on my position," she radioed, coiling up her lasso by her side. "We have incoming."

A glowing opening appeared, ringed in red fire, and out stepped a great goat of navy blue fur and a sour expression, with great curved horns of black and wearing a necklace of gold. Embedded in it were five gemstones: a topaz apple, a ruby lightning bolt, a sapphire balloon, a crystal diamond, and finally an amethyst six-point star.

It was Grogar. The Mad Goat, the Father of Monsters. He'd come for them. And for the final Element.

"T-t-that's him," Fluttershy stuttered out, terrified, shaking in the remains of her armor. "G-g-grogar."

Applejack's eyes narrowed as she tugged down on her hat, hiding her eyes. "Then let's go say howdy."

* * *

Back on Tartarus, the disheveled Avengers and broken Guardians gathered together to take stock of their wounds, Vinyl re-setting a broken wing of Gilda's and Flash Sentry slumped on the ground, unable to comprehend what had gone wrong... despite arguably being the cause of such.

Twilight closed her eyes, breathing heavily, her eyes wet with tears, even as her armor did its best to seal over the wound in her back and restore some of her mobility. Spider-Stallion swung over on a web, dropping down beside her and helping to gently push her to her hooves. It didn't comfort her in the slightest. Twilight had done everything she could, absolutely everything, and yet she'd still failed. Every spell, every piece of tech, every strategy, none of it could stand against Grogar. And she had meant to die in the attempt to save the world, to save Equestria, but Glimmer had robbed her of that.

"Why would you do that?" she asked the sorceress, trying in vain to comprehend why she'd given up the Element. And after such bold proclamations of never doing such a thing, no matter the cost.

But her answer only held more questions. "We're in the endgame now," Starlight replied enigmatically.

* * *

**Authors Notes:  
**While I cut down and edited a lot of Starlight and Twilight's fights against Grogar (to say nothing of not having the awesome special effects budget available to me that the movies do), I wanted to include a few flavors to remind everyone it was them doing the fighting, not just Doctor Strange and Iron Man. I'm particularly proud of the trick to turn an energy attack into kites instead of butterflies.

Otherwise, mostly just a lot of wrapping up for Infinity War, and moving on to Endgame. And yes, writing that too. How could I not? We need to end this story on a happier note, and I plan to deliver. Well... semi-happy, at least. Expect more variations in that half.


	13. The Stomp

"Cadence... it's time."

She looked at him like he was mad. How she wished he was. "No," she protested, shaking her head.

"They can't stop him... but we can. Please... you alone have the power to destroy the Element of Kindness."

"I won't!"

"You must," he replied, looking directly into her eyes. "We are out of time."

"I _can't_!" she protested, her eyes full of unshed tears.

"You can. You must."

"It's not _fair_," Cadence pleaded, desperate for some last minute plan, solution, or save. Alas, none were coming.

"I know," he said, resting his head forward, pressing his horn against hers in a chaste gesture. "I'm sorry."

Tears now freely streaming down her cheeks, Cadence stepped back and powered up her horn, lighting it up with fuschia energy. Her face spoke volumes, how sorry she was, how much she didn't want to do this. He did his best to reassure her.

"You could never hurt me," he said. "I only feel you."

Giving a subtle nod of her head, a burst of pink energy burst from her horn, pressing onto the Element of Kindness in Shining Armor's chest. The whole crystal heart began to vibrate, shining with an intense arcane glow.

* * *

Reluctant though she was to attack, Fluttershy knew she was the big hitter, and charged forward in the remains of the Flutterbuster armor. Grogar barely spared her a glance, using the Element of Loyalty at his neck to have her phase clear through him as she attacked, then letting her embed herself in a wall backwards, restoring her to solidity a moment later. Trapped in the armor, there was no way for her to intervene as Grogar next used a single blow from his bare hoof to knock aside Applejack as easily as one might swat a fly. He didn't even bother to use the Elements that time. Neither did he bother when he caught Thorax by the throat and threw the Changeling King into the ground, smashing into the rocks with enough force to crack the earth open.

A burst of emerald fire from Spike, deflected by an energy shield, then the dragon knocked out of the air by a swing of Grogar's mighty horns. The same with the onrushing Big Mac, smacked aside like nothing. He crashed into Pharanx, sending both of the mighty bruisers to the ground. Glorisa Daisy tried to conjure up a wave of branching vines to grasp Grogar's hooves and pin him down, but he shook them off with sheer strength alone, ripping them apart like they were made of flimsy grass. Rarity and Braeburn swooped in from different angles, but they could tell, none of them could stop him.

They were barely slowing the mad goat down.

And all the while, Cadence continured to pour energy from her horn, from her very heart, into the Element of Kindness. Slowly but surely overpowering it, cracking the precious gemstone... and her own beloved's heart. Tears streamed down her eyes as she kept it up, even calling on reserves she didn't know she had.

A lasso of woven vibranium flew through the air, latching around Grogar's throat and pulled hard as Applejack dug her hindlegs into the ground, trying in vain to slow the mad goat down. He glanced back at her contemptuously, even incredulously, shocked she... a single mere mare... was holding him back from his prize. Even succeeding, however briefly. But he ended her efforts with a jerk of his head, hauling her around by her own lasso and kicked her in the head with one of his hind hooves. When she finally let go, he tugged on the lasso, loosening it enough to step out of it, and pressed forward once again, unimpeded. A thrown javelin from a changeling warrior stopped inches from his eye, frozen in mid-air by a crimson glow, and Grogar spun it end-over-end and hurled it right back at the poor changeling scout who had thrown it, impaling them on their own weapon.

Now with only Cadence to stop him, the alicorn flared out her beautiful wings, creating a magical barrier of energy that pushed Grogar back, even as she tightened her grip on the power pouring from her horn, destablizing the Element in Shining Armor's chest. The crystal heart began to crack, a sizable line split right up the middle, threatening to break it in half.

"It's okay..." Shining Armor breathed, determined to make his last words matter. "I love you."

Nothing more need be said, and finally, the Element of Kindness shattered, bursting apart into fragments before each fragment dissolved into so much pink dust, raining down on the glade. It would be impossible to put them all back together, so finely dissolved they were. Overcome, Cadence collapsed, her attack ended as the magic faded within her, and she wept. Shining Armor, her heart, was gone just as surely as the Element was. He'd given his life in the act of ultimate kindness, and she'd taken it. Being cruel to be kind.

She felt miserable, making no effort to defend herself as the enemy came for her.

Stepping closer, Grogar peered down at the Pink Witch, glaring at her. Then at the spot where the pale artificial unicorn had simply faded away. She didn't have the strength to fight, and even if she did, she wouldn't have wanted to. She might well have been happier if Grogar simply destroyed her, then and there.

But no, he did far, far worse.

"... what a waste," he grumbled. "Well... time waits for no creature, as they say," he remarked. He touched a hoof to his necklace, lighting up the Element of Magic. "Except me, of course."

"No-!"

Cadence's cry of defiance came literally half a second too late, as time began to re-wind like the great gears of a clock, bands of energy encasing Grogar to protect him from the backwards flow of time as the entire glade seemed to shiver and shake in the grip of his magic. Focusing his new power, he aimed it primarily at the spot on the ground where Shining Armor had once stood, and as he re-wound time, he drew back the magical being from beyond the ether, as well as fully restored Element of Kindness in his chest. This done, Grogar released his grip on time, letting it flow normally once more.

Swatting aside Cadence with a flick of his horn, Grogar stomped over, knocking Shining Armor onto his back and pressing his hoof down hard on the stallion's chest, pinning him beneath him. With a grin, the mad goat gripped the crystal heart in his chest and heaved, _tearing_ it straight from Shining Armor's chest as he gave a gasp of agony. Instantly he collapsed, bonelessly, his gaze vacant and unfocused, onto the forest floor. And Grogar held aloft his prize.

The final Element of Harmony.

Pressing the crystal to his neck in the appropriate slot, a wave of rainbow energy seemed to at once crash down upon and radiate from Grogar, as he gave a mighty bellow, rearing back on his hind legs. The sheer force was incredible, multipled by every Element until it seemed as if, at long last, he had reached his limit. That this would prove the final straw to break the camel's back. But with a mighty heave, Grogar forced the power down by sheer force of will, binding it to his control, binding it to his will. And in the end, it slowly subsided. It was his. It was all his.

"Now... we..."

There was a crash of thunder far overhead, and Grogar barely had time to glance up in order to see a burst of light, a sonic rainbow, erupt in the skies above. Rainbow Dash hit him a moment later at close to mach seven, faster than a meteor, more devastating than a comet. The Cloudsdale Princess slammed into Grogar with such force she knocked him flat on his back, right into the path of a very sharp rock. As it happened, a fragment of vibranium ore. It pierced through his chest, right beside his black heart, as Rainbow stood over him, standing _on_ him to keep him pinned.

"I told you," she said darkly, adding a little more pressure to her hooves. "_You'd die for what you did_."

Half-blinded by the maddening pain, Grogar growled up at Rainbow, inhaling slowly for what might've been his final words.

"You should've... aimed for the head..." Grogar breathed out, twisting his last words into a wicked grin as his hoof rose up...

"NO!"

... and brought it down with a firm **_stomp_**.

* * *

The shockwave of energy rocketed across Equestria, and then the wide Universe as a whole, blasting back Rainbow Dash and sweeping thruogh every corner of creation. Every one and every_thing_ felt it. And knew in an instant a terrible, deep dread. A dread doubled when she saw the state of Grogar's necklace, the golden metal brackened and burnt, as if had been damaged by a great fire. Even the Six Elements of Harmony sparkled weakly, their glow greatly diminished.

"What did you DO?!" Rainbow demanded, drawing back a hoof, preparing to smack Grogar with it. But he swatted her aside with a flick of his horn, and activated the Element of Loyalty with the last of his strength, vanishing through a shimmering portal of crimson energy. Rainbow howled in denial, as Applejack stumbled into the clearing.

"Where'd he go?! Rainbow! Where'd... where'd he go?" she asked, her voice growing more subdued as she saw the horror on her blue friends features.

"... AJ...?"

Applejack turned, spotting her brother, staring at his own hoof in horror. She could see it already starting.

"Oh no... Big Mac...?"

Holding up a limb that was already starting to dissolve, Big Mac could only shake his head. "Enope," he said, as he took one more step forward... on a limb already half vanished, and burst apart into black dust, disappearing seconds later. He was gone.

He wasn't the only one. Across the entire universe, ponies began to fade and vanish, along with every other sentient being. Be they changeling, dragon, griffin or yak, half of them simply turned into dust and faded from existence as if they had never been, leaving nothing behind but memories. Braeburn vanished before Spike could find him lying on the ground. Ocellus vanished deep in the Hive, desperately preparing to join the fray. Others had barely an instant to comprehend their distress before they too vanished with wide eyes and silent gasps.

Thorax stumbled across Pharanx, finding his brother lying on the ground, possibly wounded. He moved to help him up.

"Up, brother... you gotta get up... this is no place to die..." he said, tugging on Pharanx's foreleg... even as his own started to fade into black ash and shadow.

Pharanx fell backwards again, eyes wide with shock and horror as he saw his brother go. The King of the Changelings was gone.

Nearby, Angel could only stare in muted horror as one of her closest friends dissolved into so much black ash. He shook his head in silent denial, willing it not to be so, but it was. One of Glorisa Daisy's forehooves was already gone and the dust was climbing up her legs as they disintegrated. Despite this, she felt no pain, and even managed a wistful smile as she reached out to pat the little bunny on his head, flattening his long ears.

"_You've_ got this..." she whispered, before succumbing and vanishing.

Of the mighty force that had opposed Grogar's monsters, less than half remained. Standing in the clearing, those who had made their last stand against the great goat numbered a mere handful. Applejack, Rainbow Dash, Spike, Rarity, Fluttershy, and Angel Bunny. Gathered around the only body that remained from the slaughter, the inert metallic corpse of Shining Armor. The rest were simply gone.

* * *

Meanwhile, elsewhere on a rock farm in the middle of Equestria.

"Now Pinkie, remember, you're just picking up enough particles for our new friend... the container activates once you're there, just open, wait five seconds, close. Am I clear?"

"Crystal clear," she replied with a salute. She hopped over to the front of the beat up old wagon carriage (Cheese Sandwhich's, no less) and got ready to hop inside, once the magic was ready.

Expression still dour, Granite Pie rolled his eyes and proceeded to prepare the ritual, cracking the stones around the wagon in preparation. Cloudy Quartz, looking much more relaxed and serene than when she'd been pulled out of the magic realm, was helping.

"Oh and Pinkie, do watch out for any Smooze you might see. The stuff can look harmless enough but it's quite literally the stuff of nightmares."

"Got it, mom," Pinkie replied, tail twitching as she prepared to make the leap.

Maud did the necessary countdown. "And... five... four... three... two... one."

At one, Pinkie dove, pressing the switch on her chest as her whole body shrunk and contorted, growing smaller and smaller and smaller still until she passed through into the realm of magic. Unlike her first trip, when it had been dark, now it was brightly lit, like by a thousand fireflies. Remembering her mission, she drew out the container and opened it up, letting it vacuum in a portion of the realm's inherent, natural magic, then sealing it shut. Like collecting fireflies in a jar, it sparkled and glowed as she brought it up to her face, giggling like a filly.

"Okie dokie lokie! We're all loaded up!" Pinkie cheerfully announced.

Her father's voice sounded in her ear, broadcast by the helmet. "Understood... bringing you back on your signal."

"Coming back in five, four, three, two... aaand one!"

She hit the button on her chest, expecting to be brought back immediately, but there was a dull beep in her helmet, and Pinkie didn't see any change.

"Hello? Ha, ha, very funny, you guys... c'mon dad, quit screwin' around."

The silence weighed on for a moment as Pinkie drifted amongst the arcane clouds, floating in silence.

"Mom? Maud? Anyone up there? Okay seriously, come on! This isn't the time for a joke!" she called out, expecting any minute now for her family to bring her back to normal size and out of the magic realm and back to the rock farm they'd been working on. "I know jokes and this one is definitely not funny! Maud! C'mon Maud!"

Little did she realize Maud Pie, to say nothing of Granite and Cloudy Quartz Pie, had all faded into nothingness, dissolving into so much black dust.

Leaving her stranded in the realm of magic.

"Guys? Okay, this isn't funny anymore...! _Guys_...!"

* * *

On Tartarus, Vinyl was the first to go... eyes wide as she pushed up her sunglasses for the first time, revealing just how frightened she was before they, she, and her headphones faded into oblivion. Gilda was next, stunned and unable to speak, as she too vanished into so much ash. Flash looked to where they had been standing, mere minutes before, but the truth of it, the horrible truth, was beyond question. He looked over at Twilight, unsure of what to say. To apologize? To beg for help? But the look in her eyes warned him the worst was not yet done.

"Flash..." she started to say.

But he already felt it. "Aw, man..." was all he managed to get out before he vanished as well, turning into dust.

"Twilight... it was the only way," Starlight explained, before she too faded away into so much black ash.

With barely anyone left on the planet, Twilight looked over to the horrified expression of Sandbar. "Miss Sparkle... I don't feel so good..."

She wasn't sure she could take another loss. Not like this. Not him. "Sandbar..."

"I don't know what's happening," he said, his spider sense going absolutely bonkers. He even felt his body start to give as he collapsed forward. Twilight caught him, and he clung to her. "Save me, please, I don't want to go... please don't let me go... I'm sorry... I'm so sor-..."

There was nothing she could do. Nothing anyone could do.

Nothing but watch as the poor young colt faded away in her arms, leaving them empty. Thunder crashed in the distance, but Twilight scarcely heard it. They were all gone.

"He did it," breathed Moondancer, unable to believe it. Yet the proof was evident enough.

They were all gone. All but Twilight and Moondancer, on a dead world, surrounded by death.

* * *

"Okay, now hold it real tight... don't fire just yet. You see where you're going?"

"Mhm," Dinky replied, her face scrunched up adorably in concetration, the tip of her tongue poked out of her lips as she lined up her target in one eye.

Derpy smiled, "Okay, now like this... left hoof forward, right hoof back..." she instructed, as she adjusted her daughters stance.

The two of them were practicing archery, since little Dinky had wanted to learn from her mom almost as soon as she could trot. Nearby, Sparkler was setting up their picnic blanket and basket. The three of them were enjoying some much needed downtime, all three of them in the same place for the first time in... well, seemed like ever. Derpy was delighted she could finally show her little filly to use the bow, just like she'd been once taught. It was a little easier for Dinky, being a unicorn, to finely manipulate the bowstring, but Derpy was making sure she could do it with her hooves. Magic was all well and dandy, but there were times you couldn't rely on it. A bow you could always rely on.

Dinky stuck out her tongue again as she concentrated, eyeball on the bull's eye... and let her arrow fly. It stuck dead center of the target, reverberating with a twang as the little filly gave a cheer.

"I did it!"

"You sure did, muffin," Derpy replied.

Sparkler called out. "Okay girls, hayburgers are ready! Enough practice, soups on!"

"Alright then, let's get going," Derpy said, turning back to look at Dinky.

Except there was no one there. Just dust being blown by the breeze. Puzzled, Derpy's eyes uncrossed, coming into sharp focus. Her head tilted left and right, blonde mane blown by the breeze as she tried to locate her errant little filly.

"Muffin?"

She stepped forward, then paused. Her hoof had brushed against Dinky's bow. Lying there on the ground, discarded. Something was wrong. She could feel it.

"Muffin?!"

Nothing but silence.

"Sparkler, did you see...?" she asked, then trailed off in horror. The picnic blanket was empty, the basket lying on its side. Of her daughter's big sister, there was no sign.

"Sparkler?! Muffin?!"

She called out until her throat was hoarse, but there was no answer. Naught but silence, and a dull roar of thunder on the horizon.

"**MUF-FIN!**"

* * *

On a far off planet, on the outer regions of the known universe, there was a planet. A moon, really, and barely that. So small and little known it did not even have a name. No indigineous species, though an atmosphere that supported pony life. While dark, it held an alluring beauty of its own, with flowers and trees and bushes, all tinted an eerie purple in the light of the stars. Here, in an open field, a black fortress of massive dark iron and obsidian, in the shape of a snarling goat's head. And deep within its bowels, at the very center of it, a throne of sable thrice the size of a pony, made of wicked jagged spikes. Sitting atop of it was the now supreme being, the ultimate ruler, the conquerer and destroyer.

The Father of Monsters. The Mad Goat.

Grogar reclined comfortably in his chair, watching, waiting, to see how the universe would unfold now that it had been cast in darkness. He was gravely injured, it was true, and would need time to recover, but for now, his scheme had come to fruition, and now he had no need to do anything more but watch and savor the moment.

For Grogar... had won.

* * *

Celestia sat in the back of the carriage, reading a scroll. Outwardly, she was calm and composed as ever. Inwardly, however, she worried, and her voice betrayed her concern. "Still no word from Twilight Sparkle?" she inquired.

Sitting beside her, Luna shook her head gently. "Nothing, not in Ponyville, not in..."

They were interrupted from a soft beeping from the front of the carriage. Luna looked to the screen. "Multiple energy signatures... the Changelings Hive," she reported.

"Same sorts as appeared in Ponyville?" asked Celestia, growing concerned.

"Ten times bigger," Luna replied.

The older sister pondered this. Definitely a pattern. They needed to act now.

"Alright, please tell..."

"SISTER!"

Celestia watched as their vehicle suddenly swerved, and put her head out of the window, grabbing hold of the reins before they could crash into another carriage going the opposite way. Luna vaulted herself out of the left while Celestia climbed out of the right. To her shock, the driver who'd previously been taking them to their destination was gone. Not passed out, asleep, dead, just... gone.

"Are they alright?" Celestia asked, glancing at the other carriage.

"There's no one inside." Luna replied, having just checked.

There was an awful noise overhead, and then a horrible crashing sound as a zeppelin, wildly spinning out of control, smashed into an ivory tower, then crashed into the streets below. People were running now, though as many towards as away, unsure of where to go or what to do. And worst of all, Celestia could see some of them fading away. Ponies were dissolving, turning to ash, then turning to nothing.

"Call Canterlot!" Celestia ordered immediately. "Code Red. Top Priority."

Luna didn't reply at once, and Celestia whirled around, about to repeat her order. The words died on her lips as she saw her own sister... vanishing into so much black dust.

"... sister?" Luna asked, eyes wide with horror, before they too vanished. In milliseconds, nothing was left of her.

Celestia had one option left to her, and she galloped over to her carriage like her life depended on it. The runestone. Where was the runestone? She found it quickly enough, but even as she tried to pick it up with her telekinesis, she felt it. Her horn was already starting to disintegrate. There was no pain, but her magic vanished in the same instance.

"Oh, no..." she muttered, barely able to breathe out the last word before she too vanished. The runestone fell to the ground, beeping softly as the engraved image glowed... tentatively, then died. Glowed again, then faded. Trying to connect. Then, finally, the image lit up properly in bright red and gold. The image of a sunburst plainly visible as it sent out the summons for help.

The mark of Sunset Shimmer.

* * *

**Authors Notes:  
**Cliffhanger!

From the beginning, Celestia and Luna were conceived of as the Nick Fury and Maria Hill of this story, though I did flirt with the idea briefly of making them more powerful or important, like the Odin and Frigga or such, but I felt it would detract from both the story and their presence. They fill the same role they have in the pony canon, they bring the heroes together and play mission control, then let them do the heavy lifting. Just like the Director of SHIELD and his faithful assistant.

Speaking of heavy lifting, however, it felt perfect to use Sunset Shimmer was Captain Marvel, especially after watching the latter's movie. She's abrasive, direct, firey, and has a link to the Nick Fury of the story no one else does. Almost identical to the former student of Celestia Sunset.

Also, now with accompanying artwork by GaggedDude32. Check them out on DeviantArt, they work is beyond awesome.


	14. Darkest Before Dawn

The _Colotorara_, a marvel of astro-engineering, drifted through the void between the stars. Fuel had run out days ago, food hours ago, and oxygen and heat were dwindling down as well. Two lone occupants, however, kept their minds focused solely on each other. And the board in-between them.

Carefully, Moondancer leaned forward, eyes focused, and nudged her black rook forward with a telekinetic push from her horn. "Checkmate."

Studying the board, Twilight gave a tired little sigh, and reluctantly knocked over her white king to conceed her defeat. "Good game. Another?"

"No, I think not," the sullen pale unicorn said. "But... it was fun." She managed a small smile.

Twilight nodded, picking up the pieces and setting them back down for another game, in case Moondancer changed her mind later. The two of them were surprisingly well-matched when it came to the game of chess. And it wasn't like they had much else they could do. If Twilight had to listen to one more ballard from Flash's 80s song collection, she'd tear her own mane out. And with the ship dead in space, they sure as hay weren't going anywhere anytime soon.

Grumbling, Twilight crawled into the cockpit, watching out the viewport the passing stars. Was it her imagination, or were they moving even slower than before? Had they stopped drifting forward and started to come to a complete dead halt?

Did it even matter?

With a hearty sigh, Twilight placed her helmet on the floor beside her, sitting on her haunches beside it. She didn't have the strength or the interest in actually sitting in a chair. The weight of failure still pressed down heavily upon the purple alicorn's shoulders. Flicking a switch, her helmet lit up, though the light was dim. It too was low on power.

"This thing on?" she asked, half-rhetorically. But it did appear to be functioning, so she pressed on. "Hey Timber... everyone. If you find this recording, please don't share it around casually. It's... not going to be pleasant. I guess... well, I'm not really sure if you're still... still... oh gods I hope you are." Briefly choked with emotion, Twilight took a moment to steady her breathing before continuing on. "Anyway, uh, today is day... twenty...? Uh, twenty-two. Maybe three. I've kinda lost count. Moondancer and I managed to jury-rig the Guardians ship for space travel but its finally broken down. And we're about a thousand light years from the nearest... anything. Oxygen will run out any time now. And that'll be it then. I'm... I'm sorry, Timber. I said no more surprises, and I really tried but... I'm sorry, I should lie down, I'm a little light-headed."

Twilight slumped onto the floor, feeling ill. No surprise, considering she'd been beaten, brutalized, stabbed, and starved. She should have been dead a half dozen times over, and yet she wasn't. She wasn't even in pain anymore, she was just so very tired.

"Please know that... when I drift off... I'll think of you... always... you..."

Her eyes drifted closed as she slumped forward, falling asleep. Moondancer found her like that a short while later. Gently, the pale yellow unicorn-cyborg shut off the helmet recording her final words, then picked up Twilight, carrying the alicorn mare on her back over to a seat on the _Colotorara_. Flash's chair, the Captain's seat. She even draped a blanket over Twilight, tugging it gently into place with her teeth, then left her be. Asleep, the weariness showed far more clearly. All her barriers were gone, her snark, her intellect, her armor. She was laid bare before the world to judge, and it found her wanting. So tired, so weak.

She might have well drifted off then and there, never woken up, her story come to an end. But in the darkest hour, there was a light. A bright light, shining out the view ports. Growing brighter and bright until Twilight was forced to open her eyes, only to immediately shield them with a hoof, unable to bear the brightness. A passing star? A sun?

No.

Outside of the windows of the _Colotorara_, a pony floated in the air. A mare of orange coat and bright red and gold mane, in a navy blue uniform, a sunburst at her chest. Radiant wings of glowing white light held her aloft as she floated towards the ship, moving as easily through the void as a pegasi would move through the air. She looked like she was on fire, yet it was serene. Peaceful. Like a bright, beautiful phoenix.

Or an avenging angel.

* * *

With Captain Shimmer carrying it quite literally on her back, the _Colotorara_ made good time, all the way back to Equestria. Light years of space were crossed in light hours. By the time it arrived, the remaining satellites in orbit detected its presence, and when it touched down at the Friendship School, a small gathering was already there. Applejack, Rarity, Fluttershy, Spike. The remaining Avengers watched as the ship touched down and offloaded its passengers, and a shaking Twilight Sparkle covered in a blanket was eased down the ramp by Moondancer, supporting the alicorn.

Applejack galloped to her side to help her stand, and Twilight clung to her old friend desperately. "I couldn't stop him," she said.

"Neither could ah," the farm pony turned soldier replied grimly.

"... I lost my student."

They'd suspected as much, but Applejack felt the familiar pain of loss wash over her. "We all lost." Gone unsaid was the sheer numbers of friends and family now lost to all of them.

Twilight hesitantly lifted her gaze, her amethyst eyes troubled. "Is...?"

She wasn't able to finish that question... because a stallion galloped out across the dark field, taking hold of Twilight from the other side as Moondancer stepped back to give them room. Timber Spruce looked disheveled and a bit tired, but he was alive, and in that moment, Twilight had never seen anything more handsome. She flung her arms around him, but it was as much to keep herself from falling as it was to hold him tight in her embrace.

Hold him tight, and never let him go.

The Avengers escorted Twilight into the school, as Moondancer just sort of stood there by the ship, unsure of what to do. Until she saw a little white figure padding across the grass towards her. Angel Bunny. The two of them shared, a look, and without a word, silently communicated the worst. Moondancer shook her head. No one else was coming off the ship, none of the Guardians had survived the stomp. Angel, head bowed, could only remember when Glorisa Daisy had also vanished into dust, right in front of him. He flopped down on the ramp, head bowed, and Moondancer sat down beside him, resting a hoof on his shoulder. It was a poor comfort, but right now, it was all either of them had.

* * *

They weren't the only ones.

Inside of the school, a magical hologram was displaying names and faces, along with a counter, steadily rising, of the departed. Not even dead, just gone. The victims of Grogar's stomp. Twilight recognized a few names and faces.

_King Thorax, of the Changeling Hive._  
_Mi Amore Cadenza, the Pink Witch._  
_Big Macintosh, the Winter Stallion._  
_Princess Ocellus._  
_Agent Celestia._  
_Agent Luna._  
_Cherrilee._  
_Scootaloo._  
_Sunburst._  
_Cheese Sandwich._  
_Yona._  
_Silver Stream._  
_Sweetie Belle._  
_Gallus._  
_Apple Bloom._  
_Granite Pie._  
_Maud Pie, the new Wasp._  
_Braeburn, the Falcon._  
_Sandbar, the Spider-Stallion._

Twilight's eyes grew moist at the sight of that one. And the number counter just kept ticking upwards. It was already over two billion now and still rising. And only that low likely because they couldn't confirm yet who all had been lost.

Rarity did her best to dispassionately sum up their situation.

"It's been twenty-three days since that brute Grogar came to Equestria and the stomp happened. World governments are in pieces, society is in uproar. Even what's still working is absolutely swamped with work because they're trying to keep a census. And it looks like... like Grogar did exactly what he set out to do. Half of all living creatures, gone, like that."

Nodding dully, Twilight tried to move past the thoughts swirling around her head. About those she'd failed. "Where is Grogar now?" she asked.

"We don't rightly know," Applejack confessed. "Just done opened up ah portal and vahmoosed."

Nodding, the purple alicorn mulled over that for a moment, before pausing, glancing up across the room at the only person not standing (apart from her). Rainbow Dash lay slumped on a couch, her head and forelegs thrown over the armrest, staring sullenly at nothing.

"What's wrong with her?" Twilight asked.

Spike glanced her way. "She's pissed," he explained. "Thinks she failed. Which, to be fair, she kinda did... but there's a lot of that goin' around these days, isn't there?"

As always, Applejack tried to keep them on track. "We've been trying to locate Grogar for three weeks now. Deep space scans, satellites, locator spells, we got nothing. What about you, Twilight? You fought him, didn't you?"

She snorted at that. "Fought him? Who told you that? No I got my flank _handed_ to me while this maniac goat was throwing moons around like it was going out of style. That's what happened. Can't call that a fight, now can we?"

"Did ya'll get any clues from him? Hints on where he might be goin'?"

"... saw this coming... few years back," the gifted mare mumbled. "... had a vision. Didn't want to believe it, oh no. Thought it was a dream. But nooooooo..."

Applejack laid a hand on Twilight's shoulder, trying to steady her, but she flung out a wing to throw her off. "Twilight, ah'm gonna need you to focus here."

That brought the purple alicorn up short, and she whirled angrily on Applejack until they were almost muzzle to muzzle. "And I needed _you_!"

The dead silence that fell over the room could have been broken by a pin dropping, so quiet everyone had become. Applejack's expression was neutral, but from exhaustion, not discipline. Twilight looked on the verge of tears as the past month just burst through a dam. "As in _past tense_! I told you, AJ, I_ told you_...! I remember telling you... we needed an armor around the world... remember that? Whether it impacts our precious freedom or harmony or not, that's what. We. Needed!"

The orange farm pony turned soldier frowned. "Well that didn't work out too well, did it?"

Oooh, of all the things she could have said, bringing up the Age of Discord incident was not the smartest.

Spike tried gently to draw Twilight back, but like a burst dam, she was completely unable to stop now that she'd started. "I said 'we'll lose' and you said 'we'll do that togethah too', remember? And guess what, AJ? We lost. And you weren't there! You! Weren't! There!"

She seemed to be using every bit of strength she had to make her accusations, because she stumbled a moment later, nearly collapsing. Spike immediately moved to collect Twilight, catching her from the left, while Timber Spruce supported her from the right, just under her wings. Twilight scarcely seemed to notice, her voice growing more subdued as she just kept rambling. "It's fine, it's fine, we just need some new checklist... everything's fine... just have no plan, no clues, no hints, coordinates, options... opti... op..."

Twilight Sparkle collapsed, unconscious in seconds as she slumped into the embrace of her two closest friends. While Applejack and the other Avengers just watched on, unable to say anything.

* * *

They moved Twilight to a bed in the nearest adjacent room. Timber Spruce was at her side, gently stroking her mane as she slumbered fitfully. Spike, meanwhile, had rejoined the others.

"Fluttershy gave her some herbs that'll help her sleep. She'll be out like a light for at least a day or two."

Sunset Shimmer spoke up. "You should stay and take care of her. I'll bring something to help once I get back."

"Get back?" asked the little dragon. "Where do you think you're going?"

"To kill Grogar," she replied matter-of-factly.

"Uh, darling, not that I don't admire your enthusiasm," Rarity interjected herself as delicately as she could. "But we usually work as a team around here. And not to put too fine a point on it, but we're not in the best of shape right now. It might be better if you stick around."

"We realize this is more in your neck of the woods," added Applejack. "But this is our fight too."

"Do you ever know where to find Grogar?" Spike inquired.

Sunset shrugged. "I know people who might," she replied, thinking of some contacts she had on various worlds.

"Don't bother."

All eyes turned to Moondancer as she stood up, tugging fitfully at a dark sweater she'd been provided with the **B.A.R.D.I.N.G.** logo on it. "I can tell you exactly where Grogar is."

"Where?" asked Rarity.

"Most beings who touch an Element of Harmony don't last more than a few minutes before they're destroyed by the power," she explained. "Even with the necklace, Grogar would be weakened by using all six at once. He would need time to recuperate. And there is one bastion he would use to hide, one last safe place he could go."

"Where?" Rarity inquired again.

This is where Fluttershy picked up the conversation. "Here," she said, indicating a star chart on the far wall. "When Grogar stomped his hoof, Equestria became the focal point of a massive power surge of harmonic magic. The likes of which hasn't been seen before or since... except... right here. Two days ago, on this little moon." She pointed it out with her hoof. "A magical beacon found it, clear as day."

"Grogar would be there," Moondancer confirmed. "We don't have long before he'll be ready to use the Elements again."

"Then we need to get there, like yesterday," Sunset snapped.

"We can steal the Elements back," Rarity added. "Even if there's a small chance we can undo what that horrible brute did... we owe it to everyone who we've lost to try."

"Uhm, excuse me," asked a timid Fluttershy. "If we do this, how are we going to have any sort of different outcome from before?"

Sunset stepped forward. "Before you didn't have me."

"Hey, new girl," called out Spike. "Everyone here is all about the superhero life. And if you don't me asking, just where the hay have you been all this time?"

She paused to glare down at the diminutive dragon calling her out. Then smirked. She liked his gumption. But the truth of the matter was: "There's a lot of other planets in this universe, not just Equestria. And they don't have Avengers like you guys babying them twenty-four seven. I go where I'm needed. Right now, I'm needed to go plant my hoof right up Grogar's...!"

Trailing off, Sunset spotted Rainbow finally standing up, the cyan pegasus standing tall and proud in front of her, daring her to protest. She met her gaze evenly, even as Rainbow flicked out a wing and summoned to her the tiara Stormbreaker, which she set on her head. Sunset Shimmer didn't even flinch, even when thunder seemed to boom in the room, making the windows rattle.

"I like this one," Rainbow said. It wasn't much, but she seemed to have regained just a hint of her warrior spirit again.

"If ya'll have a suit, time to suit up," Applejack declared.

* * *

"Just out of curiosity, has anyone NOT been to space before?" asked Sunset mildly.

Confused and slightly alarmed, Rarity and Applejack raised their hooves, strapped into their seats in the _Colotorara_.

"Why?" asked Spike, his claws also in the air.

"Just be careful not to throw up..."

The three of them exchanged concerned glances, even as Moondancer finished their countdown.

"Three... two... one... and jump."

The _Colotorara_ engaged its engines, and the ship slipped through a jump point in space. A blinding wave of incandescent light overwhelmed them as G force hit like a tidal wave, and those unprepared for it clung to their seats by their hooves as they rocketed across the empty cosmos towards their destination.

* * *

A short while later, they arrived, orbit around the dark moon where Grogar was hiding. Captain Shimmer immediately slipped out of the airlock, hovering in space by her glowing aura.

"I'll head down for some quick recon," she signaled them, then entered orbit of the small planetoid, vanishing from sight.

That left the remainder of them to plan. Applejack unclipped her harness and waved her hat in front of her face, anxious not to be sick. Rarity slid up alongside her, sensing her doubts.

"This is going to work, Applejack," she insisted.

"Ah know it will," the orange soldier pony replied, checking her compass. It was broken, hadn't worked in years, and even if it had it certainly wasn't going to point north in the depths of space. No, it was special because it held a picture of Applejack's inspiration, Apple Smith. When things got dark, when things got tough, she had only to think of what Apple Smith would do, and she'd do it. It helped her stand up time and time again when she kept getting knocked back down.

"How do you know?" asked Rarity, unsure of if her teammate had some insight she didn't, or if it was just hopeful thinking.

"... because ah don't know what we're gonna do if we can't," she managed, with a weak chuckle afterwards. One that was mixed with a sob. Applejack might not have looked it, but she was on the verge of a breakdown every bit as much as Twilight Sparkle had been. Losing Big Mac, her brother, the last link to her home... had been tough. Rarity laid a hoof gently on her shoulder, patting it gently.

Sunset returned, a bright flare of golden light as she beckoned them down to the rocky surface of the moon. And, in the distance, an ominous, tower black castle in the shape of a goat's skull.

"There's no defenses," Sunset reported. "No armies, no ground forces, no magical barriers, nothing. It's just him."

"Then that's enough," Moondancer reminded them.

Applejack nodded, feeling much the same given how their last encounter had gone. But still, they were ready for this. They had a team of some of Equestria's Mightiest Heroes. Armed to the teeth and rarin' for a fight.

They were far too late to prevent the Stomp. In that respect, they'd failed. Tried their utmost, tried their very hardest, did their very best. Done everything they could to stop the mad goat on his mad crusade. And yet they'd still failed. They hadn't been able to protect Equestria, or the rest of the universe.

But they could damn well avenge it.

"Let's go get this son of ah witch," Applejack declared darkly.

* * *

**Authors Notes****:  
**Some of my casting here is abritrary, to show victims of the Stomp, and just throwing up random names both the ponies and the readers will hopefully connect with and lament the loss of. The finale will explain some of my choices here later on, I plan to have a much longer, more detailed epilogue showing families and friends reunited.


	15. An End to All Hope

Slumped on his throne, Grogar breath was labored. Not from exertions, but from his broken body. The strain of using the Elements of Harmony. His right half was blackened and burnt, the navy blue fury dark as if from fire, and his golden necklace was broken and cracked in a million tiny places, making it look ancient instead of practically new. And yet, he felt a sense of satisfaction.

He had won.

That feeling came crashing down, along with the ceiling, as a bright red and gold burst of energy came smashing through the roof. Captain Shimmer knocked down thewall then grabbed Grogar and, with surprising strength, sent him flying across the room. He was knocked cold by the forces bursting in the main entryway, including Fluttershy in the Flutterbuster armor, who cold-cocked him, sensing him crashing to the ground. The clasp on his necklace broke as Spike in his War Dragon armor launched a missile at his back, shattering it, and the whole thing clattered to the ground as Grogar collapsed under the continued assault. The other Avengers quickly converged on Grogar, daring him to move with their weapons and hooves pointed at him.

Angel Bunny hopped over, grabbing the necklace and turning it over...

... revealing nothing more than a dull golden neck accessory. _With six empty slots_.

And _no_ Elements of Harmony.

Applejack rounded on Grogar. "Where are they?"

The great goat gave a dark chuckle, completely immune to her ire.

"Answer her!" Sunset snarled, shoving him forward.

"The universe required correction," Grogar said, finally deigning to respond. "After that, the Elements served no purpose. Harmony... my Harmony... has been achieved."

"You murdered trillions!" Fluttershy accused.

He gave a shrug.

"Where are they?!" Rarity shouted. "Where are the Elements?!"

Grogar fixed her with a look. "Gone. Reduced to dust."

"Impossible!" said Fluttershy, aghast at the possbiility. "You used them two days ago!"

Nodding, Grogar gestured to his right side, wrecked and ruined. "I used the Elements... to _destroy_ the Elements. All that power nearly killed me... but the work is done. It always will be, now... I... have... won...!"

His chuckles grew until the mad goat was giving a full fledged laugh, bellowing in the confines of his home as the others backed away in horror and disgust. There could be no doubting the truth of his words. Grogar had destroyed the Elements rather than let them be used against him. He was completely insane... but he was not a liar.

Shaking her head in denial, Rainbow Dash turned... and in seconds, was bolting off in a burst of bright rainbow light. The broken doors to the hall fell off their hinges from the boom as she flew off.

"Heh," Grogar chuckled. "That's right, mare, ru-..."

He trailed off as he saw a burst of light on the horizon, in the direction Rainbow was flying... and then another boom.

Rainbow wasn't running. She was _charging_.

The sonic rainbow burst behind her confirmed she'd hit close to mach seven, and at such a speed, Grogar had almost no time to react, not that his battered and broken body would allow him time to. Just like in the Hive territory, Rainbow smashed into Grogar like a freight train, bringing the mad goat low. But unlike last time, _this time_, Rainbow's hoof smashed into his ugly face, crashing him _through_ his ebony throne, and smashed him down into the ground behind it hard enough to splatter his goat brains all over the stones. Rainbow's hoof sunk into his cracked skull as she stood their panting, her gaze half-focused, consumed by her rage. But then her eyes came back into focus, and she recoiled in horror at what she'd done.

So did many of the other assembled heroes. None more so than Rarity. "Rainbow... what have you done?"

"I... I went for the head..." she replied numbly.

No one stopped her as she stepped out of the broken tower and back into the open sky. Not even sure where she was going.

No one was, anymore. No one knew what to do.

Only that they'd failed.

* * *

**Five.  
**Years.  
_Later._

* * *

Equestria... was not a happy place.

No place was. Ponyville had all but dried up, activity wise, the whole place sullen, covered in dark clouds, buildings partially or wholly boarded up. Some stubborn residents lingered, but they were the minority, most had moved away to other venues. Like Canterlot. The city had become something of an armed fortress, with new refugees arriving to swell its ranks even beyond their original numbers, and a general atmosphere of paranoia and depression.

But some stayed in Ponyville... like Applejack, working on the farm. It was quieter, without other ponies around. But she refused to let anyone move in, sell the land, or accept assistance. She did all the farm work herself. The super soldier serum in her veins helped her do the work of a full family... and it gave her time to be by herself.

But even AJ couldn't stand being solitary forever. Eventually, she'd started up a support group for some of the ponies still around Ponyville.

Tonight they were meeting at the old Town Hall.

Sitting in a circle, Applejack, Roseluck, Lyra, Bon-Bon, Quibble Pants, Terramar, and Ragamuffin spoke of their troubles.

"So I..." started Ragamuffin. "Well I took a chance and... asked out this filly I worked with the other day. First time in five years. So there we were, sitting down for dinner and... didn't have the foggiest on what to talk about."

Applejack nodded, well aware it was difficult to find topics. "What did ya'll talk about?"

"Oh the usual," Ragamuffin replied. "How things had changed... my job, her job... how much we both missed a good game of hoofball... then... then things got quiet. She started crying, soon as they served salads."

"And you?" inquired Roseluck gently.

"... just before desert," the blonde pony confessed. He didn't need clarification, it was obvious what was being asked. The sad truth was, it wasn't uncommon for ponies to break down crying these days over the smallest thing, at all hours of the day. Everyone had lost so many close to them, no matter how many they still had, that the slightest thought or memory could set someone off.

"But it's okay, I'm... I'm actually seeing her tomorrow, so... there's that, I guess," he finished, unsure of what else to say.

Gently taking the conversation reins, AJ patted Ragamuffin on the shoulder. "That's great, Rag. Ya'll did the hardest part. Ya took the jump, not knowin' ya'll were gonna come down. That's... great."

Lyra started to sniffle, prompting Bon-Bon to shift her chair closer to the pale green unicorn, arm resting on her shoulders. The two were an item now, having decided shortly after the Stomp to stop finding reasons not to be. They'd been luckier than most, and that wasn't saying much.

Applejack continued, her message encompassing all of them. "That's them little baby steps ya'll gotta take. To try ahn become whole again. To try ahn find purpose. Ya gotta move on, ahn ya gotta keep movin' forward. Otherwise... well... might as well have let Grogar finish us all off."

Nodding, the other ponies in the circle agreed, sharing heartfelt thanks and some hugs between its more familiar members, before breaking with a promise to see one another next week. Applejack trotted back to the farm. How she wished she could've believed her own words, but as it was, she couldn't move forward. She just kept doing the same thing she'd always done. Worked the farm, protected the town, helped others where she could. It was who she was, it was what she did.

If she moved on from that... who was she?

* * *

Far away from Ponyville, on the other side of Equestria, a rocky terrain devoid of activity could be found, formerly the property of the Pie family. But with all of them vanished out of existence by the Stomp, the land had been left to tend to itself, and remained barren and lifeless. Indeed, its sole occupant was a small alligator by the name of Gummy, who remained at the old Pie Farmstead all by his lonesome.

Today, he'd mustered the energy to pad his way into the barn, where Cheese Sandwhich had parked his carriage, the very same one that the Pie family had been using for the experiments in Pie Particles, and passing into the Magical Realm of Quantum. On this very spot, Pinkie Pie had shrunk herself down to oblivion and vanished, while the remainder of her family (including Granite, Quartz, and Maud) had turned into dust. Gummy crawled up onto the carriage (no small feat for a diminutive alligator without teeth) and watched the center of the wagon forlornly. The magic circle where Pinkie Pie had vanished still remained, no sign of any change.

Idly, Gummy's tail flicked, knocking against a runestone...

... then there was a bright surge of light, so bright Gummy rolled back in astonishment, and who should appear in a bright red suit and helmet than Pinkie Pie herself, unchanged from when she had vanished five years ago. Her helmet flew open.

"I'm baaaaaack!" she announced cheerfully. "What'd I miss?!"

When no one answered but the cold winds blowing through the barn, Pinkie blinked, looking around.

"Where is everyone?"

* * *

Gummy being a great friend but a poor conversationalist, Pinkie Pie wasted no time zipping around the farm to look for her family. There wasn't a sign of any of them, but there was dust in abundance that made it look like a very long time had passed indeed. Far longer than the mere five hours she was sure she'd been gone for. _It looked more like five years, but that was impossible_, she thought to herself. _Wasn't it?_

She glanced up at you._ Oh right, you guys know, but don't tell me just yet, okay?_

Retracing her steps, Pinkie went back to the barn, hitching herself up to the carriage and going for a trip to find answers. Maybe she could find Cheese Sandwhich at Party Co. and see if he knew what had happened. But when she reached it, the whole place was shut down, the building abandoned. A lot of the cities and villages she passed were. Well, maybe not completely, but they looked overrun with foliage, lots of businesses out of business, people cold, quiet, keeping to themselves. Not at all like the normal happy ponies she was used to see.

She spotted one young colt passing by on his scooter, and waved over to him.

"Hey! Hey kid!"

Pipsqueak rolled to a stop, looking up at her with dull eyes.

"What the heck happened here?" asked Pinkie, pointing at all the nearby abandoned homes and missing pony signs everywhere.

The little colt just continued to stare at her, seemingly as if unsure of how to answer, but equally, as if the answer was as obvious. Like if Pinkie Pie asked what color the sky was.

Although at the moment, it was looking distinctly gray.

"So do I have to guess... or...?" Pinkie started to say, then her voice trailed off, as the colt just turned and pushed off, scooting his way down the street and away from her. Something told her she shouldn't follow. Something inside her told her things were... very, very wrong.

She needed answers, and fast.

* * *

In Canterlot, there was a memorial.

Titled "The Vanished" it listed all the ponies who had vanished during Grogar's stomp. Pinkie Pie zipped from one heavy stone to another, checking the carvings, hoping and yet desperate to see a name she recognized, or rather didn't recognize. The mourners around her barely paid her any attention, save to show some irritation when her constant movement was disrupting carefully laid bouquets and momentos from those who remained behind.

"Let's see, Cake, Cake, Cake... Mrs Cake... awww... wait a minute."

Pinkie Pie paused and did a double check, then took a long sip of a glass of water so she could do a proper spit-take.

Carved into the stone was her own name: Pinkamena Diane Pie.

"What the hay?"

* * *

Most of the Pies were gone, as well as the Cakes, Cheese Sandwhich, others. But two names she hadn't seen on the memorial, and that gave Pinkie hope as she sped towards Ponyville. She moved so fast she nearly slammed into the building she was running towards, banging her head against it in lieu of knocking.

A few moments later, the door was hesitantly opened, the knob encompassed in a soft blue glow, as a pale yellow unicorn pony tugged it open, unsure of what to make of the disheveled pink pony on the other side. But then, recognition, and the door opened entirely, revealing a filly on the cusp of her teenager years, with a cutie mark of silver horseshoe with a series of cyan interlacing lines within, making it look similar to a dream catcher. As she stepped out, another joined her in the entryway, a young colt, the same yellow coat with a darker brown mane and a pair of pegasus wings. His cutie mark was a silver horseshoe with a red heart at its center, enveloped by a pair of white wings. The two matched, making it obvious they were siblings.

It couldn't be, and yet it was.

"Pumpkin? Pound?" asked Pinkie, her lip quivering.

"Auntie Pinkie?" they echoed one another, unable to believe she was here. They'd been little more than toddlers when they'd last seen here, now here they were, five years later, having grown up so much. After so long thinking the others were gone, the three had been reunited. Pinkie Pie immediately threw her arms around both of them, tugging them close, as they did the same, all crying.

"You got so _big_!" Pinkie wailed, happy and sad and confused all at once.

* * *

Twilight's Friendship School had been repurposed. With so few ponies left no one had been interested in schooling, so the Avengers had re-taken it to use as their base of operations. Right now, deep in its command center, Rarity multi-tasked. Her horn was lit by a blue glow as she telekinetically knit herself a scarf, which was growing longer and longer all the time, as a means of stress relief. Meanwhile, she directed the glowing images of her comrades, who were far removed from the school at this time.

"So you boarded that warship I told you about last week?" the holographic image of Sunset Shimmer asked.

"Turns out it was just a garbage scow," Moondancer's image said, her gaze cross.

In addition to her sweater, she now sported her mane up in a messy ponytail and a pair of thick rimmed glasses. With some of her cybernetics failing and nopony on Equestria able to provide proper repairs, she'd had to resort to some odd and ramshackle means of keeping herself functional.

"So now we smell like garbage," she added bitterly. Angel Bunny crossed his arms and scowled in agreement with her.

"Sorry about that," Sunset Shimmer said, sounding for all the world sincere in her apology. "But you were closer."

Rarity glanced over at Pharanx, who was ruling the Changeling Hive was Regent (he had refused to allow them to call him King) and working to expand protection over the continent with the resources of the Hive and its vibranium.

"Did you get a good reading on those tremors that were reported in?"

He nodded. "It's a mild subduction under the coastal plate."

"Do we have a visual?" asked Rarity, suddenly anxious. "How are we handling it?"

The weary changeling gave her a look. "Rarity, it's an earthquake under the ocean, miles from civilization. We handle it by _not_ handling it."

"Oh." She might have been getting a touch over-excited. But after months and years of dealing with problems they couldn't deal with, she'd been anxious to deal with one they could. Realizing they didn't need to bother with this particular natural disaster, she turned to check on their most wayward daughter, Sunset Shimmer. "Sunset, darling, will you be joining us here next month? We have a meeting."

"Not likely," the glowing mare replied.

"Why, too busy working on your mane?" grumbled the image of Spike, arms crossed.

Sunset glared his way. "Listen, drake, the things happening in Equestria are happening all across the universe, on thousands of planets. From Yakonia to Griffenstone to the Dragon Empire. It's a mess out here."

"... point," Spike conceded.

"So yeah, you may not see me for a long time," Sunset apologized, facing Rarity.

"Alright, alright, we understand. But this channel is always active. So if anything happens to go sideways, anyone's making trouble where they souldn't, it comes through me," the White Diamond told them.

"Got it."

One by one the images winked out, vanishing back into the ether. One, however, remained, that of the dimuntive purple dragon and his shiny steel armor, his wings idly flapping and his jetpack firing as he remained hovering in space at about Rarity's eye-level.

"Spike?"

"Saddle Arabia," he said, stating his location. "There was an ugly altercation with some terrorists... and their whole hideout was..."

He'd trailed off, but Rarity could do the math. "Rival insurgents?" she asked hopefully. Things had been a mess since the Stomp, whole governments and countries collapsing while thousands of little splinter groups and cults had been on the rise. "Maybe some of the Sphinx group?"

"It wasn't," Spike stated. "It was Derpy."

Their Hawkeye. Rarity had learned of the loss of her family, and like any good mother, the loss of her children had devastated the gray, wall-eyed mare. Something had broke inside of her. And now she was out there, taking out her sorrow on criminals and terrorists and monsters great and small. They'd even started to call her by a new, more ominous codename: the Punishmare.

"Rarity... that scene she left... I mean... part of me doesn't even want to find her."

She nodded dimly, agreeing with his reasoning. "We have to bring her in though." _And hopefully talk some sense into her_, she thought. "Will you find out where she's going next?"

"Rare..."

"Please?" she asked, her eyes widening as her lower lip quivered.

Unable to ever deny his lady such a request, Spike sighed, wings drooping a little. "Alright," he replied. "Signing out."

The holographic, magical image of Spike faded away, leaving Rarity alone.

Finally alone with her thoughts, Rarity allowed herself to relax. By which she meant break down completely. Hearing the report about Derpy had just been the straw that broke the pony's back, and she slumped into her fainting couch, setting aside her knitting (the scarf was now covering almost half the room, draped over various furniture) and levitated over a small tub of vanilla oatswirl. At this rate she was going to become as pudgy as a marshmallow, but honestly, did any of it matter anymore?

Rarity sniffled as she levitated the first bite to her mouth.

There was a polite knock on the floor nearby, as Applejack announced her presence. "Ya know, ah'd offer to cook dinner... but we're fresh outta apples... ahn ya'll look plenty miserable already."

Gulping down her ice cream, Rarity set aside the tub and spoon, wiping at her face, trying to look presentable. "Are you here to do your laundry again?"

"To check on ah friend," AJ replied.

"I'm fine," Rarity said, slipping off the couch and standing up, trying to project an aura of strength.

Applejack saw right through it, but changed the subject. "You know I saw a school of sea serpents when ah was comin' over the bridge."

"In the bay?"

"Fewer ships out, cleaner water. Cleaner everythin', really," she remarked.

Blue eyes narrowed. "You know, if you're going to tell me to look on the bright side, I'm going to have to hit you with my cucumber sandwhich," she levitated up the food in question, giving it a menacing shake. Applejack laughed, and after a minute, Rarity did too. A forced chuckle, but something to shake her out of her sorrow. At least for a little while.

"Sorry, force of habit," the orange farm pony said. "You know, ah keep tellin' everyone they should move on... ahn grow. Some do. But not us."

"If we move on, who does this?" Rarity asked, indicating the school. The very big, very empty school. Of course, she was also referring to the Avenger work they were still doing. Trying to keep a universe with half its population gone and the remainder a wreck was not easy.

"Maybe it doesn't have to be done," AJ suggested.

"I used to have nothing. Then I found this. This job, this family... and I was better because of it. And even though they're all gone... I'm still trying to be better... for their sake."

Sweetie Belle went unsaid, the name a ghost on Rarity's lips, afraid of being given life by voicing aloud. But Applejack picked up on it immediately. The two of them had much the same problem.

"We both need to get a lahfe," Applejack declared, giving a rueful chuckle.

One Rarity echoed. "Ya'll first," she said, with a passable imitation of AJ's southern drawl.

Together, their hearts were just a little lighter than they had been.

* * *

**Authors Notes****:  
** A somewhat messy death, I conceed, but without an axe seemed the best I could do for Rainbow Dash murdering Grogar.

With Pinkie being Ant-Man, and Maud being Wasp, the family dynamics shifted to make most of the Pies heroes, and the Cakes Pinkie's unofficial yet still beloved family of normals. Thus, Pumpkin and Pound Cake became Cassandra to show the passage of time. And maybe one day they'll be the next Ant-Mare and Wasp duo.

Someone pointed out that Hawkeye's stint as Ronan was very Punisher-esque (nevermind we have a Punisher in the netflix series) so I decided to roll with it. Sounds more appropriate than Ronin under these circumstances.


	16. Time Bandits

There was a burst of static. "Hello?"

The two ponies glanced up. The intercom was active.

"Uhm, hello? Hello can anyone hear me?! Is this thing on?!"

"That ah recordin'?" asked AJ, trotting over to the wall, unsure why anyone would be visiting.

Rarity also stood, slipping off the couch and making her way to the window. With a tug on the drapes cord, she drew them open, revealing the front gate... and the pink-haired, pink pony standing there yelling into the intercomm.

"Maybe I should've said I come with free pizza? That usually works!"

Rarity and Applejack didn't quite know what to think, gazing at each other than back down at the gate where Pinkie Pie was hopping up and down like a maniac. She'd been gone, everyone assumed she'd been dusted alongside her family when the stomp occurred. But here she was, back. Did that mean that others could come back as well?

"Guys are you there?! Don't you remember me?! Remember, way back when, I got super big? I was the pink one! I mean, apart from Cadence that is!" She was waving her hooves frantically.

The Pillar Accords. Pinkie Pie had fought alongside the two of them against Iron Mare's Pro-Accords team.

"Ant-Mare!" she cried. "I was Ant-Mare! I need to talk to you guys! This is super duper urgent!"

It had to be a mistake. But where had she been for the last five years? Or was there more to this than met the eye?

* * *

To say Rarity and Applejack were stunned was an understatement, as Pinkie Pie rattled about the central hall of the Friendship School, chattering a mile a minute.

"... and another thing, why is it so gray out lately, and why is it so many places are boarded up and shut down? I mean, I enjoy a bit of melodrama as much as the next pony, but you'd think homes would be cheaper now, and more ponies could live in them. Oooh that means more housewarming parties I can throw! Also, I..."

"Pinkie!"

The pink mare grinded to a halt instantly.

"Can ya'll summarize?" Applejack asked, feeling her nerves beginning to fray. Today was just... beyond unusual. And just when they'd started to get used to the unusual.

Pinkie nodded. "Right, so!" she took in a deep breath, then let out her explanation in one long stream. "Five years ago, right before Grogar showed up, I was visiting a place called the Magic realm. It's like a teensy tiny little universe next to ours. Or under. Or sideways. Something. Anyway, to get there, you have to be incredibly super duper tiny and I have to shrink down to get in and out with my Pie Particles and even though I was there for five whole years for me it was only five hours."

Applejack and Rarity exchanged bewildered glances, both thinking the same thing. _Pinkie Pie was prone to exaggeration, but was it possible_?

"The magic realm of quantum has way different rules of physics. Ain't like around here, no sirree pardner," Pinkie said, briefly imitating a southern drawl of her own. "Everything's unpredictable. Black is up, left is a sandwich. Speaking of which, you gonna eat that?"

Rarity glanced over at her cucumber sandwich, abandoned when she's gone for sweets to drown her sorrows in, and idly pushed the plate across the table to Pinkie, who devoured it in a single bite.

"Mmmf, it's good!" Pinkie said, wiping her mouth. "Anyway, what I'm saying is... time works differently in the magic realm. It's pure magic, so it can do anything, and it does! The real problem is, we can't navigate it. It's like trying to find your way in the middle of the ocean with no landmarks or stars. But what if we did? What if, just somehow, we could control the chaos, navigate it, pop out anywhere you wanted? Burst through walls one through four and show up anywhere, anywhen? Like... like before Grogar," she added emphatically, for the first time ever appearing completely serious.

"... we talkin' 'bout ah tahme machine?" asked Applejack.

"What?! No! Nonononooo!" Pinkie said, arms waving exaggeratedly. Then a thought crossed her mind. "Well yes. Kinda. Sorta. It's like a... well yeah that's kinda exactly what it's like. Sounds crazy, right?"

She gave a grin almost from ear to ear, and Applejack and Rarity took a moment to remember that crazy compared to Pinkie was relative. However...

"I have a space rabbit on speed-dial," Rarity remarked. "Very little sounds crazy anymore."

"Oh, cool. Maybe he and Gummy can compare notes," Pinkie Pie suggested. "So... who can we talk to about this? Dad knew this stuff way better than me, and he's..."

She trailed off, nothing further need to be said. A serious blow to their cause, no arguments there. They needed someone else to work out the science of travel through the magic realm. Travel through time itself. And naturally, the three of them came up with almost the exact same answer at the exact same time.

"Sparkle."

* * *

Out in the wilderness of Equestria, far removed from Ponyville, on the edge of the Everfree Lake, there sat a modest little wood cabin. A far cry from a tower of shimmering crystals or a Friendship School of stone and mortar, this was a simpler, more mundane life. So it would have surprised the casual observer to find Princess Twilight Sparkle, alicorn, greater arcane mage, and Iron Mare, casually out strolling amongst the foliage and enjoying nature's beauty for its own sake. And yet it was true, and she honestly looked completely at peace.

"Flurry!" she called. "Flurry Heart! It's nearly noon, interested in some lunch?"

A helmeted head popped out from behind a nearby shack, where Twilight kept her gardening tools (amongst other things).

"Defwine lunch or bwe disintegwated!" came a childish voice with an adorable little lisp.

Utterly un-phased, Twilight walked around the side of the shack, none-too-surprised to see her daughter hovering there at about an average mare's height, and wearing a helmet she'd designed for Timber Spruce, as part of his own set of armor. "Flurry, dear, that's not yours. That's your dad's, remember?"

With a gentle tug of her hooves, she popped off the helmet, revealing the cherubic features of little Flurry Heart Sparkle. She didn't look much like either of her parents, not even in their youths, being white of coat and with a mane of a more pinkish purple than Twilight's straight violet. But she'd been born an alicorn, with both great magical potential and a pair of fully functional wings, making it clear she was every bit the daughter of Iron Mare.

"Okay mowmy," Flurry said, fluttering over and hopping on Twilight's back, demanding to be carried. Her mother smiled, easily acquiescing to her request, helmet tucked under her wing as she carried it and her daughter.

"There you go... so, what were you thinking for lunch? Going to go hunting for crickets?"

"Bleck," Flurry Heart replied, tongue extended comically.

"Yes, you're right, it's definitely not the season," Twilight said with a hint of humor. "Alright then, salads it is..."

"Sawads!" cried the little imp, throwing up her forehooves, nearly falling off of her mother's back in her excitement. Twilight just smiled, wondering how she could have been so blessed.

But her smile froze on her face as she glanced up, spotting a black carriage in the driveway to the cabin. And Applejack, Rarity, and Pinkie Pie climbing out of it. They all had very serious looks on their faces (semi-serious for Pinkie, at least) which told Twilight immediately she wasn't going to like this.

"Why don't you run along and find dad, okay sweetie?" she said, giving Flurry a little nudge. The toddler alicorn nodded, taking flight as she went in search of Timber Spruce.

Leaving Twilight to face her old co-workers in the hero game.

* * *

Pinkie, of course, tried to break it down gently. "Now, we know what it sounds like..."

But Applejack cut to the chase. "Ya'll think this is really impossible?"

"Quantum fluctuations with a variance of point of seven to the third power, replicated every third nuance when dealing with arcane forces of cosmic level or greater," Twilight rattled off in reply. "And that's assuming for an aperture curve of temporal events."

The three other ponies shared a look, puzzlement reflected on their faces. None of them had any sort of skill when it came to this level of magic.

Rolling her eyes, Twilight spelled it out for them. "It means no. It's not possible. You wouldn't make it there and even if you did, you wouldn't make it back."

"I did!" Pinkie protested.

"No! No, _you_ accidently survived," Twilight clarified. "A billion to one _cosmic fluke_. You have a better chance of being struck by lightning multiple times. And surviving, I might add. And now you want to stand in the middle of a storm and pull off a... a... what did you call it?"

Pinkie Pie held up a diagram to show, complete with title. "A time heist!"

"A time heist," Twilight repeated, resisting the urge to facehoof. "Of course, why didn't we think of that before? Because it's impossible!"

"The Elements of Harmony now are gone, but the Elements of then are still there," Pinkie explained, like she was talking to a child. To Twilight she sounded more like one herself. It didn't help her diagram was drawn in crayon.

"We can stomp our own hoof," Rarity chimed in, picking up where the pink pony left off. "Bring everyone back."

"Or make it worse," Twilight reminded her.

Stepping forward, Applejack shook her head. "Ah don't believe we would."

"Why not?"

"Because ah'm honestly not sure we could get much worse'n this."

Frowning, the princess stepped past her, considering the whole matter well and done. "I really missed your optimism," she said sarcastically. "However, high hopes won't help if there's no logical, tangible way for me to safely execute said 'time heist.' I believe the most likely outcome would be our collective demise."

"Not if we strictly follow the rules of time trave," chimed in Pinkie Pie, flipping the pages of her diagram. "That means no talking to our past selves, no stepping on butterflies, no betting on sports, no interrupting important events in history like the first sonic rainboom..."

Twilight held up a hoof, positive if she heard much more she was going to throw up. And she still wasn't sure how horses even did that. "Stop. Pinkie, just... just stop. Are you seriously telling me your plan to save the universe is based on a couple of movies?"

"... nooooooo..." Pinkie stretched out in slight embarrassment.

"Good," replied Twilight. "Because that's not how it works. Magic just... does not work that way."

"Twilight... we have to take a stand."

"We did," she reminded Rarity, rather bitterly. "Look where it got us."

Pinkie stepped up to Twilight, taking the alicorn's face her hooves. "Twilight, look at me. I know you got a lot on the line. You got a cool hubby, a sweet daughter, great character development. But I lost someone very important to me. A lot of people did. And now, now we have a chance to bring her back. Bring everyone back. And you're telling me that won't even..."

"That's right!" Twilight retorted, a flare of magic throwing off Pinkie Pie. "I. Won't. Even. Not for this."

She trotted away, back to the door of her modest cabin. "I'm... I'm sorry, guys. I really am. If there was anything else I could do but... not this..."

None of them stopped her as she opened the door and slipped into the cabin and out of sight, the door closing behind her. Not a slam, but the impact felt like one.

"She's scared," Rarity remarked unnecessarily.

"She's got every reason to be," AJ countered. "And she's not wrong."

"Well yeah but I mean, what can we do now?" Pinkie Pie asked, her eyes big and wide, threatening to spill out tears any minute. "We need Twilight."

"You heard her. She isn't budging."

"Yeah but what can we do? We need her. Who else could possibly know more about this sort of stuff?"

"Doctor Glimmer or Granite Pie," Pinkie said. "Only two names I know, but both are gone."

Rarity pondered that. "There is one other pony who might know..."

* * *

At an ordinary wildlife preservation park...

"Come on, I feel like I'm the only one eating. I don't mean to be rude or anything, really, please, help yourselves."

Sitting opposite her, on a picnic blanket, Rarity, Applejack, and Pinkie Pie could only stare in a mixture of confusion and awe as their close friend Fluttershy... well... simply towered over them. She wasn't quite as fully big as her regular hulk form, somewhere about a foot shorter, but no less muscled and immensely powerful looking. And yet she was equally calm, articulate, and graceful as she was on the average day, wearing a pair of reading glasses perched on her muzzle and her pink mane gently brushed into place, rather than wild and disheveled as usual. She was at once the best of both worlds, or so it seemed. She was even eating her salad with a refinement Rarity might well have envied.

Rarity tapped the side of her head, gazing up at her friend in astonishment. "I am so confused."

"These are confusing times," Fluttershy replied with something close to a mischievous smile.

"But... how... why?!" asked Pinkie. "Also what!"

Chuckling softly, Fluttershy leaned back on her haunches. "Five years ago, we lost. Except it was worse for me. First Flutterhulk lost. Then Fluttershy lost. Then... then we all lost."

And she was definitely still coming to terms with that, even as Rarity laid a hoof on hers. "Darling, you know no one blamed you for that."

"I did."

Two simple words, encompassing the depths of her personal anger and self-loathing. Not just over the Elements of Harmony and the Stomp, but even further back than that.

"For years, I tried treating my other side like a disease. Like my anger was... _wrong_. Something I had to cure, get rid of, or at least ignore. But then I started to look at it... like at her like a cure. So I went out into the wild, and spent some time locked in a shed working on gamma magic. I found a way to put brains and brawns together, make myself strong but still shy and... well..." she gestured down at herself, living proof of her accomplishments.

"That's... honestly amazing," Pinkie Pie remarked, impressed.

"About what we was sayin'," Applejack interjected, gently trying to steer back to the conversation topic at hand.

Fluttershy nodded. "Right. Time Travel Do Over? It's... it's a little outside my area of expertise," she admitted. "My kind of magic isn't really suited for something this... this... ooh, I don't even know what the word is."

Rarity laid a hand gently on Fluttershy's hoof. "Darling, we've seen you do incredible things before. I mean, look at you. There was a time you couldn't do this... it seemed impossible to merge your two halves, and yet here you are!"

Considering that, the hulking yellow pegasus nodded thoughtfully. Rarity had a point. Maybe it was worth a try.

_After all, what was the worst that could happen?_ she mused.

* * *

After dinner, Twilight Sparkle washed the dishes, since it was her night to do so. It used to be every night, thanks to Timber having a considerably better handle on actually cooking, but now they tried to rotate out a lot more so Flurry could get a hoof in such things as well. But Twilight enjoyed it, the dishes and plates stacking neatly as she finished with the last one. Not using her magic made everything she did more difficult, yes, but also more rewarding.

Not to say she was completely without magic, of course. She wasn't a savage. Her home still had all her books, and there was Owloicious, her familiar, sitting above the bookshelf. Twilight's gaze strayed over to him, fast asleep, when she happened to spot a photo beside some of her tomes on Eldritch Lore. Specifically, one photo of herself and her prize student Sandbar, shortly before...

Before...

... sighing, Twilight dried the last dish, and then her eyes. For a moment, she simply stood there in the living room. Timber Spruce was out cutting down firewood outside, and Flurry Heart was asleep upstairs. Leaving Twilight Sparkle alone with her thoughts. Thoughts that refused to rest. Idly, she wondered if Rarity and Applejack had known stirring up such a thought process would do to her. It was like they were trying to...

On a whim, she called down her Owl, gently waking him, and decided, for the heck of it, to give the quantum equations a run.

* * *

An hour later, she was still at it.

"Might as well run scenario two-twenty-two, with an _inverse_ magical ratio of nine to the _second _power this time... don't be upset if things don't..."

"Whoo!"

Twilight glanced up from where she'd been lost in a tangent, glancing over at her familiar owl and the complex magical formula he'd been rendering in glowing runes for her. And to her shock and surprise...

"It works..."

"... what works?"

Twilight nearly fell over herself as she gave a most undignifed yelp, startling Owlocious, who flew up to his perch. Standing there at the base of the stairs was her little Flurry Heart, gazing up at her inquiringly. "What works, mommy?"

"Uh..."

"And why are you up so late?"

"I'm... I was... I..." Twilight couldn't even articulate, her brain was still rebooting from the revelation it was actually possible. "I was doing... important thinking."

"Was it about juice pops?"

Despite herself, Twilight chuckled. "Yes. Yes it was, aren't you so very clever?"

* * *

A short while later, Twilight was tucking her little imp of a filly into her bed upstairs, having just finished off a juice pop they'd shared. Twilight didn't speak much, she couldn't, she just kept staring at Flurry Heart. Her second chance not to screw things up, and wonder if maybe finally thanks to this time travel nonsense (Time Heist, hah!) maybe she could have her cake and eat it too. But was that greedy of her?

Or was it fair?

Not just to her, but Timber Spruce, and his family, and so many other families. Twilight didn't want them sad, but she couldn't even think about them when Flurry was in her line of sight.

The adorable filly yawned, mouth opening so big she nearly split her head in half. "Aww. Night mowmy. Wuv you."

"I love you too, Flurry," she replied.

"I wuv you more," the sleepy girl protested, eyes already half-closed.

"I love you the most," Twilight said with a wry smile, well accustomed to this game.

"I wuv you thwee thowsand."

This was new, however. Twilight played along. "Three thousand, huh? Lucky me." She kissed Flurry's forehead, tucked the tired little filly into bed, and turned out the lights. She trotted down the stairs as quietly as she could, not too surprised to find Timber Spruce already down there, reading. Of the two of them, he was easily the more outdoorsy and adventurous, but even he enjoyed a good book now and then.

"Whatcha reading?" Twilight asked, trotting down towards him.

"Oh, just a book on compost," he said, double-checking the title to make sure of the fact.

"Oh, that's uh... that's nice," replied a distracted Twilight. "I figured it out, by the way."

Timber paused, marking his page, putting his book down. "And by... figured out..."

"Time Travel."

There was a brief pause between them.

"Really, wow," he said, slumping back in his seat. "Well that's... amazing... and terrifying."

"... yeah," Twilight agreed. She sat down beside him, and he nuzzled closer comfortingly.

"We got really lucky."

"I know."

"A lot of people didn't though."

"I know, but I can't help everybody," she said. A far cry from how she'd felt half a decade ago, when it seemed nothing could stop her, nothing could get in the way of her brilliant intellect. That she could find some spell or build some armor that could handle anything. Now...

"It sorta seems like you can, with this," Timber said with a half-hearted chuckle.

"... not if I stop," she said. "I could put a pin in this right now. And... stop."

"... yeah, alright, you could," he said, after a moment's silence. "But would you be able to rest, knowing you could've done this?"

They both knew the answer to that one.

* * *

**Authors Notes****:  
**Naturally, with Twilight as Iron Man and Cadence as Scarlet Witch, had to do a bit of re-assigning roles for Flurry Heart as Morgan Stark, but honestly, we see plenty of Twilight being a pseudo-parent to Flurry in various episodes, it's not_ too_ hard to imagine, I hope.

Twilight's magical formula references how Generation Four ran nine seasons, two-hundred-twenty-two episodes with two specials. Not counting the Equestria Girl films.


	17. Getting the Gang Back Together

Back at the Friendship School, Fluttershy was working on some runes carved into the floor of their rather spacious stables. Pinkie Pie stood in their center, with the carriage of Cheese Sandwhich open behind her. Her father's work within would open up the way to the Magic Realm, and hopefully Fluttershy would be able to guide her trip from here.

Hopefully being the key word in that statement.

"Okay, here we go... time travel test number one... Pinkie Pie? Are you ready to go?" asked Fluttershy.

"Ready and rarin'!" Pinkie confirmed.

Applejack trotted over, along with Rarity. "Everything's been set up just like you asked."

"Good, I'd hate to lose Pinkie in the dark ages. Like Generation Three."

"... wait, what? Was that a joke?"

The yellow mare blushed. "I'm sorry. I couldn't help myself."

"There, there, darling," Rarity said comfortingly. "I'm sure Miss Shy knows what she's doing."

"Doctor, please," Fluttershy insisted. "And... mostly. My doctorate isn't in this, after all. Besides, this is time travel we're talking about, it's almost ALL just theory and guesswork. Everypony who ever worked on this doesn't really know any more about it than I do. Except maybe Starlight. So... guess we'll find out."

She pushed a few buttons and pulled down on a lever. "Okay, Pinkie? Gonna send you back one week, let you walk around for an hour, then bring you back in ten seconds, relative time. Make sense?"

"Oooh, I can go pick up that ice cream that I dropped...! Perfectly not confusing."

The three mares on the other side of the panel shared a glance, but Pinkie Pie snapped on her helmet and gave a hoof's up, indicating she was ready.

"And... three... two... one!"

Fluttershy pushed the final button, and Pinkie Pie shrank down and vanished out of existence through the portal of the carriage.

Ten seconds later, as promised, Fluttershy pushed the button again...

... and a Pinkie Pie popped back into existence, growing to her usual size... except something was... off.

"WAAAAAAAAH!"

Rarity threw her hooves over her ears as the baby Pinkie pie whined from inside of her suit, now collapsed and deflated atop of her. They could barely see her inside, in fact, but gazing out from the faceplate was Pinkie Pie... a Pinkie Pie of six months old, at most. She was crying up a storm, water leaking from her eyes.

"What did ya'll do?!" shouted Applejack over the cries.

"It's a baby!" Rarity cried.

"Uhm, she'll grow?" Fluttershy added hesitantly. Sensing the death glares from the other two ponies, however, she quickly went back to work, erasing runes on the floor and swiftly re-drawing them. An instant later, the infant Pinkie Pie vanished. Fluttershy was still quick to counter the problem, however. "Okay, and we're coming back... in... just... a... second!" she said, pointing to the center of the runes.

Pinkie Pie popped back into existence, helmet retracting as she stared into open space for a moment, unsure of what to say. She looked positively stunned, though at least the right age.

"Pinkie?" asked Applejack hesitantly. "Ya'll okay?"

Blink.

"Someone peed in my costume!" she exclaimed suddenly, very animated again. "I'm not sure if it was filly me or... me me."

Unable to say anything, unable to even vocalize her thoughts, Applejack just tugged down on her hat, turned around, and trotted out of the stables.

"... it's a start!" Fluttershy protested, her voice just shy of a whine.

This was going to take some work.

* * *

When it came to geniuses, Applejack was usually as far removed from such a list as possible.

She wasn't as slow as some thought her. When she was in her element she could plan and strategize with lightning precision. She had a gift for it, a knack. But she was still a mare from almost half a century in the past, and she was worried some days she'd never quite catch up with modern Equestria. And right now this whole time travel and magic were way outside of her realm of expertise, so she stayed well removed from such and waited for the eggheads to sort it out. She'd done all she could convincing them to try it, they had to be the ones to sort it out.

Still, she'd be lying if she said she wasn't mildly surprised and pleased when there was a familiar sound and a burst of amethyst light, and Twilight Sparkle, alicorn princess, was standing right in front of her.

"... let me guess, she turned into a baby, didn't she?"

Applejack couldn't even begin to fathom how the hay Twilight knew that, but then again, that's why she was a genius. "Amongst other things," she admitted. "What're ya'll doin' here?"

"That's the thermo-arcane paradox. First Law of Temporal Mechanics. Instead of pushing Pinkie through time, you wound up pushing time through _her_. It's tricky, dangerous. Somepony should've warned you against it," she rambled, barely even talking to Applejack, more like talking to herself.

"Somepony did."

"Oh, did I?" Twilight remarked sarcastically. "Well, thank goodness I'm here! It's alright, I fixed it. It only took..." she paused, counting in the air, trying to add up the nights. "... a couple of nights to work out the details. See this, here?" She gestured to the band at her wrist, a golden bracelet with magical runes. "Time-Space-Magic Quantum Manipulator. TSM for short. Like a compass but... well... better."

Applejack managed a tired smile, having missed seeing Twilight so enthused. The past five years had been hard on them all, but for a minute she caught a glimpse of her friend before the Pillar Accords had broken them apart.

"AJ, look, I... I gotta make sure my priorities are straight," Twilight said. "Bring back what we lost? Yes. Emphatic yes. But keep what we still got? I... I have to. Oh, and uhm... hopefully not dying in the process. That'd be nice."

Applejack nodded.

"That sounds fair to me."

The purple alicorn held out her hoof, and the orange earth pony clasped it, giving a firm shake.

"Oh yeah, and before I forget..."

Twilight reached into the saddlebag at her side, and drew out a length of familiar red, white and blue rope. Applejack's lasso, forged from vibraium by Night Light and part of what helped make her Captain Equestria. Applejack just gave her an incredulous look.

"What? My dad made it for you. Plus, I honestly have to get this out of the shed before Flurry uses it to tie up a hammock with it."

With great, solemn dignity, Applejack accepted the lasso, coiling it up at her side right where it was supposed to be.

"Just don't mention it to everyone, okay? I didn't bring presents for the whole team," Twilight said, a little more light-heartedly. Then she paused. "... we _are _getting the whole team, right?"

AJ nodded. "Oh yeah. We're working on that right now."

* * *

Carriages not being designed for Flutterhulks, she was forced to sit in the back of a wagon attached to their carriage as they headed into the countryside, far removed from the modern world. Passing a sign, Fluttershy turned her head to read it. It proudly proclaimed they were approaching "New Cloudsdale" and that its population was on the rise. As they crested the hill and headed down to the coast, they saw New Cloudsdale was primarily a fishing village, and she spotted some Cloudsdale pegasi hard at work with their morning catches as their carriage was parked on the edge of a dock. Fluttershy clambered out of the carriage just as a mustard yellow pegasi with a gray mane descended down from the sky to join her.

Daring Do, Last of the Valkyries and scavenger extraordinaire, to say nothing of a close friend, approached the massive flutterhulk without fear, albeit with a touch of courtesy and respect.

"You shouldn't have come," she said by way of greeting.

Fluttershy didn't take it personally. "Hey there, Daring Do. It's good to see you again."

"You too, big gal... though I kinda liked you better when you were... well, either of the other ways," she explained. "Seeing you like this is gonna take some getting used to."

"Oh, and this is Angel Bunny," Fluttershy said, indicating the little rabbit beside her with her wing.

The diminutive mammal in leather nodded, his expression grim, his arms crossed.

Introductions concluded, Daring Do again did her best to dissuade them from their course of action. "She won't see you. She doesn't see anyone these days."

"That bad, huh?" asked Fluttershy.

The gray-haired valkyrie nodded. "We only see her once a month, when she comes down for supplies."

She cast her gaze sideways, making Fluttershy follow it. There, in a reasonably neat little stockpile, was about a dozen kegs of hard apple cider, along with a couple of books in an open box, mostly the adventure novel sorts that Rainbow Dash had taken to reading since she'd first come to Equestria. That and another few boxes of nothing but junk food. None of it spoke of a very healthy lifestyle, and Fluttershy felt a distinct feeling of worry fill her.

"I'll talk to her," she said.

Trotting up to the town house, Fluttershy knocked gently on the door. A moment later, an enormous anthropomorphic parrot opened the door. Fluttershy recognized her as Captain Celaeno, one of the gladiators she'd fought alongside (thankfully, never against). Waddling behind her in the living room of their home was the diminutive Grubber, who looked like he was going on a snack raid of the fridge.

"Flutters! Good to see you again! Are you here about the cable?"

"Cable? What? Oh, no... we're here to see Rainbow Dash."

Grubbers glanced up, and both his and Celaeno's faces fell.

"She's uh... she's not seeing anyone right now," the parrot captain said, glancing up. From above, Fluttershy could hear some music playing. Very loud, very angry music.

"I have to see her."

Green feathered shoulders shrugged. "Your funeral. She's first door on your right."

Climbing the stairs, Fluttershy and Angel Bunny made their way to Rainbow's room, which had a sign on it saying "**Do Not Disturb: Ever**" in ominous Cloudsdale script, translated into the Common Tongue for others to read easily. The yellow pegasus knocked, but after a moment, she didn't hear anything from within except the music, which seemed to be even louder than before. Finally, frustrated beyond all measure, she opened the door, finding it unlocked, and stepped inside.

A cacophony of sound nearly pushed her right back out, and Angel Bunny flattened his ears against his head as Fluttershy took the first step in.

The whole room was dark, the walls painted black, covered in heavy metal posters of pony bands that hadn't been active in half a decade (most had quit touring after the Stomp), their music blaring from a quartet of loudspeakers located in each corner of the room. The bed in the corner was unmade, and the drapes were closed, the only light came from a lava lamp in the corner of the room giving it an ominous reddish-orange glow. The far wall had a padded chair, and located within was Rainbow Dash, a night stand beside her covered in empty mugs of cider, one still partially refilled slammed down as she glanced up at the unwanted intrusion.

_She's changed_, Fluttershy thought. She was wearing nothing but black, and a bit more make-up than usual. Very dark mascara. "Rainbow?"

Grumbling, Rainbow Dash sat up, turned down the speakers to a more manageable level. Mercifully, Fluttershy could hear herself think again.

"Rainbow, good... we need to talk."

"So talk," Rainbow said, not even bothering to look up from her book. "I doubt you have anything to say that I want to hear."

"Are... are you alright, Rainbow?"

"Yes, I'm fine," Rainbow snapped. "Why wouldn't I be?"

Fluttershy grimaced. "Rainbow, we need your help. There might be a chance we could fix everything."

"Like what?" she said. "Everything's f-"

"Like Grogar."

Finally raising magenta eyes from the book, Rainbow Dash marked her place and set it aside, then reached over and turned off the music completely. It felt like the room's temperature had just dropped ten degrees.

"_Don't_ say that name," she finally growled out.

"Rainbow, I know you're scared..."

She snorted. Loudly. "Scared?! ME?! Why the hay would I be scared? I'm the one who smashed his goddamn head in! Why would he scare me?! DO I LOOK SCARED TO YOU?!"

_Maybe not scared of Grogar_, Fluttershy thought, looking around the room, _but scared to grow up and move on, certainly_. Aloud, she said, "Rainbow Miriam Dash, I know things are rough right now, trust me... but when things got really rough for me, someone was there to help me. It was you. Do you remember that?"

The gladiator planet. How could Rainbow forget?

"My help isn't worth much these days," Rainbow replied, her expression morose. "That and two bits won't buy you a hayburger. Just ask the Clousdale Pegasi outside... what's left of them, that is."

"We think we can bring them back too," explained Fluttershy for the second time. Rainbow didn't seem to listen. Or care.

"Not. Interested."

The Princess of Thunder climbed back into her seat, turned back on the loudspeakers, and found her spot in the adventure book beside it she'd marked, and opened it up to the page in question, not lifting her eyes to Fluttershy. It was clear to her the conversation was well and done. Fluttershy winced at the noise, but tried to press on as best she could, keeping her voice firm without shouting.

"We need you, Rainbow."

In response, Rainbow Dash just nudged up the volume on her speakers. Fuming, Fluttershy looked ready to smash the damned speakers, consequences be damned, but Angel Bunny came to a simpler solution. With an agile hop, he was on the other side of the room and simply... pulled the plug. The speakers instantly went dead, the blaring music mercifully silenced.

"There's apple cider on the ship!" Fluttershy yelled, then squeaked as she raelized she might've overdone it just a little.

Rainbow Dash glanced up from her book for the first time, an eyebrow raising up.

"... what year?"

* * *

Meanwhile, in the far eastern regions of Equestria, in downtown Trotyo...

There was a night club here, and from the outside things looked peaceful enough, even with the heavy rain. But inside, several ponies were shouting, and there was the thud of someone slamming into a wall. Then a crash as a pony was hurled out the window, smashing through the glass. They were covered in cuts, but thankfully none of them fatal. Then again, they'd already been dead before they got defenestrated. Shuriken right between the eyes.

"It's them! Someone protect- GAH!"

"Look out!"

Three more pony thugs, colorful and belligerent, converged on the gray pony with a hood who was effortlessly mowing through them, dodging their clumsy attacks and effortlessly jump-kicking and back-flipping off of walls. Apart from their cloak and hood, which covered them head and obscured all but their muzzle, they were armed to the teeth was numerous bladed weapons slung across their body. And clearly knew how to use them.

Dodge. Flick. Swish. Stab.

Three more ponies dropped to the ground as the gray pony burst through the final door, using one of their opponents as a door knocker to knock the door clear out of its frame.

Behind the desk, a purple mare of tall stature stood, with long, wavy green hair and a manic expression. Sensing her time was up, she overturned her desk just in time to block a volley of shuriken, then bolted for the nearby window, smashing through it and out into the streets below. Her green hair flung out in a multitude of directions to cushion her fall, animated by her will.

The gray pony was seconds behind her, landing in the alleyway by its entrance. Or exit, as the Maniac viewed it. Cutting off her retreat.

"Why are you doing this?! I never did anything to you! At least, I don't recall so."

Frowning under their hood, the gray pony reached to their side and unslung a metal blade along their foreleg. "You survived. Half of Equestria wasn't so lucky. They got Grogar... you get me."

Bolting forward, they swung the blade around, and the Maniac countered with her animated hair, trying to catch the blade and deflect it. It worked, in that it missed the her body proper, but the blade was unnaturally sharp, slicing through her hair with relative ease. Subsequent strikes she dodged, using her hair to yank her to safety as the gray mare pressed in angrily, swinging her blade like an angry stylist, slicing away at green locks of hair until they littered the wet alleyway.

"What are you, crazy?!"

The irony of her statement not lost on the gray pony, who didn't bother to reply, simply stepping around inside of the Maniac's guard. A pair of pegasus wings flared up to knock aside her hair before it could protect her, and then up came her foreleg as she drove the blade deep into the Maniac's black heart.

"You're done hurting people," they said.

Blood blossomed forth from the wound, as well as spilling from the Maniac's lips. "Wait... h-_he_lp me... I'll g_iv_e yo_u_ _a_nyth_in_g."

Lifting her head just slightly, the eyes of the gray mare became visibly under her hood, if only to her dying opponent. They were golden like newly minted coins, visibly wet, and on the verge of tears.

"You can't give me what I want," she said.

She yanked the blade out, and the Maniac slumped to the ground, her blood mixing with the pools of water in the dank alleyway. No one was left but the Punishmare.

No.

Wait.

Someone else was here.

The gray mare casually looked over her shoulder, hood still obscuring the majority of her features as she spotted the other pony, a white unicorn with an umbrella resting on her back to keep of the rain water. As usual, her impeccable purple mane didn't have a single hair out of place, though her expression was still grim as she beheld the vigilante.

"You shouldn't be here," the gray mare said, turning back around, not bothering to face Rarity while speaking to her.

"Neither should you, dear," Rarity replied.

"I've got work to do."

Rarity glanced down at the puddles of water on the ground, some of which were filling with blood, and daintily sidestepped one such puddle as she approached. "Is that what you're calling this? Derpy... this won't..."

"Don't."

Pausing, Rarity changed her approach. "We think we've found a way that will."

That drew the gray mare up short. She turned around, drawing back her hood, revealing the short blonde mane of Derpy Hooves, the expression of such utter sorrow and defeat, slick with rain water as it came splashing down on her.

"A way?"

"It's just a chance..."

Derpy closed her eyes, shaking her head. "Don't... please don't..."

"Don't what?"

"... don't give me hope," she said with a shaky voice, her cheeks now slick with both rainwater and tears.

Rarity approach, stepping up beside Derpy as her umbrella covered them both. "Oh Derpy. I'm only sorry I couldn't give it to you sooner."

* * *

**Authors Notes****:  
**Punishmare sounds so much cooler than Ronin anyway, even if they were spotted in Japan when the story cut to them. Sadly, they never named the oriental region where Mistmane came from, so I came up with TROT-yo as a stand-in for TOK-yo. Seemed suitably pony-ish. And look, fun Maneiac cameo.

I think it also helps sell just how out of _whack_ this universe is, with Derpy being the one who's a death seeking assassin vigilante, instead of the wall-eyed goofball fan favorite we know and love.


	18. Planning, Preparation, and Perils

Back at Twilight's Tower, the majority of the pony heroes were gathered down below in the sub-basement laboratory. Rainbow Dash was there, wearing a pair of sunglasses and drinking some hard apple cider, watching the proceedings with a bored expression as Twilight descended the stairs, slipping past her over to what was affectionately called "the device," while most of the others were milling about trying to assist with such.

The device had no real name yet, it was a hodgepodge of magic and technology and science, all mixed together from various resources. Unicorn magic, Earth Pony science, Pegasi technomagic. It stood like a wide platform about six meters wide, the surface of which was a reflective mirror, with a hodgepodge of metal tubes and pipes beneath and an interlocking series of gears and levers above integrated into the ceiling. Magical runes had been carefully carved into every surface, and enchanted gemstones were set up along the perimeter to harness and contain the raw magical power about to be unleashed.

Beneath the device, Angel Bunny was hammering away at a particularly stubborn pipe with a wrench.

"Everything good here?" asked Twilight.

Angel Bunny nodded, giving a tiny little paws up, then went right back to banging on his pipe. Rolling her eyes, Twilight glanced back to see Pinkie Pie, Fluttershy, Applejack and Spike descending the stairs to join them. Rarity and Derpy came up behind them, having just arrived. Almost all of the original Avengers back in one room. Felt like an eternity since that had happened.

Pinkie Pie was outfitted in a new suit, designed by Twilight with influences of her old Ant-Mare costume. "Okay, so look," she said, holding up her hoof and indicating the bracelet on her wrist and the red vial on her arm beside it. "These are Pie Particles. Super duper rare, especially now that mom and dad are gone. They were the only ones who knew the recipe. We've got a limited amount."

"I've done the math," Twilight added from the side. "We've got barely enough for one round trip each. That's it, no do-overs."

"Plus two test runs," Pinkie added, slapping her hooves together for emphasis. A little too much emphasis, as she accidently activated her bracelet and she vanished into the mirror.

Twilight's jaw dropped as Pinkie re-appeared, and even Fluttershy brought a hoof to her face.

"... one test run," Pinkie corrected herself.

Grabbing the bracelet with a firm telekinetic grip, Twilight yanked it off of Pinkie's wrist. Or at least she tried to, she ended up pulling the pink pony with her, who dangled from it over the air for a minute. Twilight frowned, shaking her loose, then held up the bracelet. "We need a volunteer."

A gray mare with frizzled blonde mane stepped forward. "I'll do it."

Nodding, Twilight hovered the bracelet out so it could slip onto Derpy's wrist. "Now remember, you'll feel a little disoriented from the arcane shift. Don't worry about it."

"Wait."

Everyone paused, glancing back. Spike had spoken, drawing all eyes to the diminutive dragon.

"Listen I know this is gonna sound horrible but... if we can do this, go back in time... can't we just... I dunno... find baby Grogar and... well, ya know...?" he gestured with his hands, as if wrapping something up tight... and then giving a sharp pull in either direction.

Fluttershy recoiled from Spike, looking positively green. "Spike! First of all, that's horrible..."

"It's Grogar," Spike argued, giving exactly zero concern to the death of an infant who would grow into the Father of Monsters.

"... and second, time doesn't work that way. Changing the past doesn't affect the future."

"It doesn't?"

"What are you talking about?" asked Pinkie. "It's so obvious. We go back, get the Elements of Harmony before Grogar can, then he can't get them. Can't stomp, people live... problem solved."

"It doesn't work like that," Moondancer interjected.

"How do you know?" asked Derpy.

Moondancer fixed her with a glare, pausing to adjust her glasses. "How do you?"

"Look it's true, no matter what stories you've read or what movies you've watched or... or any of it... time just... just isn't like that," Fluttershy said. "If you travel to the past, that past becomes your future. And your former present becomes the past. Which can't now be changed because of your new future."

"Exactly," Moondancer and Twilight chimed in, the only two who'd followed her.

Everyone else just looked confused.

"My head hurts," Spike complained.

Rolling her eyes, Fluttershy turned back to Derpy. "Alright, we're ready to go for a test run... in three... two... one!"

The huge mare pushed the final button, and Derpy shrank down and vanished out of existence through the portal.

* * *

For a moment, Derpy wasn't even sure where she was. It was like a tunnel, a kaleidoscope of color and light and sound, and then she was... here.

Just outside the little cottage where... where...

Derpy stumbled out, wings flaring out to keep her balance, as she trotted across the grounds, unable to believe where she was. She paused as she spotted a wooden bow on the ground. It was Dinky's. Derpy had locked it up in the cellar after the Stomp, and ever since left this place never to return. And it was here, and it was almost brand new. Meaning...

Meaning...

"Dinky! It's time for dinner, where's your mother?"

That was Sparkler's voice. And then she heard someone come clambering down the stairs towards her.

"Muffin...?" Derpy breathed out, unable to believe it. She stumbled towards the cottage, nearing the door, when her bracelet began to hum. She was almost out of time. "No, wait, muffin?!"

"Muffin!" she cried, one final time, before the spells duration was reached, and she was yanked back out of existence.

Dinky Do, adorably precocious as only a ten year old filly could be, pushed open the door, sure she'd heard her mother's voice.

"Mom?"

* * *

And back in the Tower, Derpy snapped back into existence like she'd never been gone, collapsing on the array of glowing runes. Everyone was instantly at her side... only to draw back in astonishment as Derpy held up the little wooden bow triumphantly.

"It worked... it really worked!" Derpy declared.

* * *

Well, time travel was not apparently a thing. And all without the Element of Magic.

Which meant they had a means. Now, they had to make a plan.

Twilight Sparkle, Applejack, and Fluttershy stood in front of the gathered ponies as they explained roughly what their intentions were.

"So we know the 'how' of this," Applejack explained, briefing them like she would troops during the last world war. "Now we gotta figure out tha when ahn the where. Almost all of us in this here room have had ahn encounter with at least one of them Elements."

Pinkie Pie raised her hoof.

"'cept Pinkie, 'course."

Pinkie Pie lowered her hoof.

"We only have enough Pie Particles for one round trip each," explained Fluttershy. "And these Elements have been in a lot of places over the course of history."

"Yeah, our history," Twilight added. "So, not a lot of convenient spots to just drop in. Last thing we want to do is muck up the timeline by interacting with ourselves."

"Which means we need to be careful," Derpy surmised. "Pick our targets wisely."

Trust an archer to know something about that. "Correct," Twilight replied.

"Can't we just grab all six once Grogar has them? After the... the Stomp?" Spike suggested.

Moondancer shook her head. "Too dangerous. He'll use them against us. We need much, much better odds, because we only get one chance at this."

"So... we'll start with the Aether," Applejack said, having decided to approach things alphabetically.

Twilight gestured with her horn, calling up a magical holographic display, including images of the Aether, or the Element of Honesty, which had been used as a Weapon of Mass Destruction by the Sirens, then hidden away for millenia by the Cloudsdale ponies of old, including Commander Hurricane, Dash's ancestor. Then in more recent times discovered by Scootaloo, of all people, before being hid away at the Rainbow Star with the Flim Flam brothers. All information provided by Rainbow Dash, the one who'd had the most direct experience with this particular Element.

"Rainbow Dash, what can you tell us?"

Everyone in the room glanced over at the Cloudsdale Princess... who was currently lying on the nearby chair with a pair of glasses on, her head laying on the arm rest. She didn't move, making some wonder if she was awake or asleep.

"Is she... sleeping?" asked Rarity incredulously.

"Nope, pretty sure she's dead," Spike replied, reaching over to nudge the blue pegasus. Rainbow Dash sprung up, waking all at once.

"Whoa, whoa, there... oh, right, uh, the Aether... well it... well it's... it's this Orange gem that looks kinda like an apple, and it's made of some kinda stone but it's also liquid... kinda... kinda like a sludge... anyway my grandfather, he hid it away from the Sirens who wanted to use it to... uh, I think they wanted to rule the universe with their bad music or something? Anyway, then Scootaloo... Scoot-Scoota..." she trailed off, as her mind went in a completely different direction. "... she found it and she... she got sick. We had to take her to Cloudsdale. We ran into my mom, who adored her of course and... and now she's dead... my mom, not Scoots, and... and now she hates me..."

She trailed off, sullen, sinking back down into her chair, and the others reluctantly exchanged looks. They weren't getting much more out of Rainbow Dash right now.

"Five minute break?" suggested Spike.

"I'll brew some coffee," Rarity offered, determined to sober the rainbow-haired princess up a little.

* * *

Later...

"Flash Sentry says he stole the Element of Laughter from Starward Shaols."

"Is that a pony?" asked Pinkie Pie.

"The Shaols are a planet," Moondancer explained. "_Flash_ was a pony. Barely," she added. Her sisters paramour had never particularly impressed her, especially after that little display back at Tartarus.

Another Element to consider, which had been part of the Storm King's defeat. And arguably, the forming of the Guardians.

Twilight jotted down some notes.

* * *

Still later...

"Grogar found the Element of Generosity at the Hollow Shades," Moondancer explained. "It was the last time I saw Tempest."

"And what are the Hollow Shades?" asked Rarity, pencilling the responses down for later use.

"A dominion of death and shadow, at the center of the known universe. It's where... where Grogar murdered my sister."

That left an awkward pause in the conversation.

A dragon claw came up. "Uh, if we're calling dibs on who goes where?" asked Spike. "Not it."

* * *

A bit more later...

"And the Element of Magic was with that one mare... some magician called..."

"Starlight Glimmer," Fluttershy remembered the name. "Doctor Starlight Glimmer. I landed in her home... I never did apologize for that, I just realized."

Rarity sorted through her notes. "What kind of doctor was she again?"

"Psychologist," Twilight Sparkle said, having memorized the dossier. "Worked down at the hospital nearby..."

"She lived in Ponyville?"

"I think so, yeah. Why?"

"Ladies, if we pick the right year... three of the Elements are in Ponyville at the same time."

Twilight and Fluttershy rose up at that, glancing at one another. That was perfect. They could get three Elements with one time jump, provided they timed it perfect. Then they'd have plenty of back-up with the where and then.

* * *

And finally...

It took them a while, but they finally had a plan. Through the researching, studying, strategizing and arguing, they finally had a plan.

"Six Elements, three teams, one shot. Let's make it count."

Gathered around the device Twilight had made (with help) the hero ponies (and extras) prepared to make the voyage through the Realm of Magic, back into the past, and to their various destinations.

Twilight, Applejack, and Pinkie Pie would be visiting the Ponyville of seven years prior, during the tail end of Trixie's failed invasion.

Rainbow Dash and Angel Bunny would be heading to Cloudsdale just prior to the Siren's attack.

And Rarity, Spike, Derpy and Moondancer would be visiting Starward Shoals. Half of them would split off to head to the Hollow Shades.

Nine heroes surrounded the mirror as Applejack laid out for them what lay ahead. "Five years ago, we done lost. All o' us. We lost friends, we lost family, we lost ah part of ourselves. Ahn today we have a chance to take it back. Well ah for one ain't gonna squander it. Ya'll know your teams and ya know your missions. Get the Elements, get them back. Round trip each. No mistakes, no do-overs. Most of us are goin' somewhere we know, but it don't mean we should know what to expect. Watch each othah's backs, ahn be careful. This is the fight of our lives, ahn we're gonna win. Grogar ain't gonna get the last laugh on us. Whatever it takes."

Twilight and Applejack shared a nod, the rift between them healing, if not completely repaired. "Whatever it takes."

"Alright," said the alicorn, activating a countdown so they could sync their travel. "Let's do this."

Moondancer passed along a miniaturized _Colotorara_ to Derpy and Rarity. "Take care of this. Flash will want it back in one piece."

"Roger," Derpy replied, saluting smartly.

The countdown timer approached zero. **Four... three... two...**

"See you in a ponyville minute," Pinkie said cheerfully.

**Zero.**

Everyone touched their bracelets, activating them, and the mirror beneath them surged with mystic energy as they shrank down and vanished, passing through the Magic Realm and into the past, scattered across time and space.

* * *

Popping out of the Magic Realm, Twilight Sparkle, Applejack, Fluttershy and Pinkie Pie materialized in Ponyville, over a decade in the past. Right in the middle of an invasion orchestrated by Trixie, the whole area a mess of conflict as the tail end of the battle raged around them. Fortunately, they'd manifested between a pair of buildings, well removed from the fighting.

Applejack glanced up at the sky, confirming where they were, then turned to her teammates. "Okay, we all done know what we're doin'. Two Elements at Twilight's Towah, one just down the way with Doctor Glimmer. Stay low ahn keep out of sight."

The four of them jumped as a massive CRASH alerted them to movement at the mouth of the alleyway. A yellow, hulking monstrosity with a pink mane smashed down atop of two diamond dogs, flattening them. A much younger Flutterhulk tore her way through the diamond dog armies of Trixie, smashing a carriage to pieces on the way before launching herself skywards again, roaring all the way.

The other three mares glanced over at Fluttershy, who had facehoofed in embarassment. She'd forgotten how unruly she could be as the hulk.

"Feel free to smash a few things on the way," Applejack added, realizing they needed this Fluttershy to still be seen as the other one if she was spotted.

Sighing, the pink-maned pegasi nodded. "I guess if I have to," she said, giving her shirt a tear, ripping it off. Without so much raw rage, however, her attempts to look mad were feeble at best, as she nudged an overturned carriage and gave a half-hearted 'rawr' which seemed less like a mighty lion and more like a mewling kitten.

Now it was Twilight's turn to facepalm.

"Come on, we're wasting time. Tesseract and Wand this way..."

* * *

Fluttershy landed on the roof of the Glimmer Tower, grateful to find no one around. The battle was ending, most of the diamond dogs were taken care of by now. In fact, if she paused to think about it, right about now her younger self was smashing the smug 'Great and Powerful' Trixie into the floor of Twilight's Tower. The thought brought... a smile to her face. A tiny one, but a smile none-the-less.

The entrance to the tower was easy enough to mark out, and she stomped towards it.

"I'd be careful going that way if I were you, we just had the floors waxed."

Fluttershy glanced up, surprised to see a light tan pony with a darker brown mane and deep, compassionate brown eyes, standing there casual as could be on the rooftop with her. An orange and yellow robe encompassed his figure. He had the look of a sorcerer, so Fluttershy figured she was in the right place.

"Oh, uhm, excuse me sir. I'm looking for Doctor Starlight Glimmer. Is she in?"

He paused to think about his answer. "Hmm. You're about... five years too early for that. Starlight Glimmer is currently performing emergency first aid about twenty blocks that way," he said with a pointed hoof. "What did you want with her?"

Fluttershy realized she might have erred, then blinked, and realized there, right there, at the earth pony's neck was the Eye of Starswirl, the Element of Magic. Resting as casually as could be on a thin golden chain.

"Uhm, that, actually," she said, with a pointed hoof at the medallion.

The strange stallion smiled. "I'm afraid not, my dear."

"Look, I wish I had time to explain, but I don't have much time, so would you please give me the medallion? I don't want to take it from you."

He snorted, half-laughing. "Take it from me. Oh that's rich."

Fluttershy was starting to think this strange brown pony wasn't quite alright in the head, he looked like someone her original puny form could have tossed aside like a ragdoll. And yet, there was something about him. Something about his eyes. Plus, he was a sorcerer, just like Starlight. The Incredible Flutterhulk wanted to try talking, but she was on a deadline, and she had to be more forceful. She stepped forward menacingly, raising up a hoof.

"You don't want to do this," the Earth pony casually warned.

"You're right, I don't, but I need that Element, and I don't have time..."

Time Turned sighed, turned around, and thrust out a back leg, catching Fluttershy square in the chest. And not just her considerably beefed up, bulky Flutterhulk chest, he knocked out the spirit of Fluttershy _inside_ of the Hulk. Her massive body collapsed onto the ground as Fluttershy fanned her wings in outright shock, looking down at her now transparent hooves as she hovered in mid-air as a disembodied spirit.

"Now... let's try that again, shall we?" Time Turner said with something of a casual smile.

* * *

On Cloudsdale, deep in the darker storm cloud layers, we found one Trixie, daughter of Firefly (adopted), bored out of her mind as she played with her magic cards, laying on her back in a sky cell with the other prisoners. So engrossed she was in her little sleight-of-hoof, she didn't even notice as Rainbow Dash and Angel Bunny slipped past her cell. Nor were they noticed by most of the guards as they stealthily approached the palace of Cloudsdale. It was almost child's play to slip down to the room where Scootaloo was currently being kept as their guest.

Angel Bunny pointed at the door, eyebrow raised questioningly.

"Yes, she's in there," Rainbow explained. "Just remember, get in, get the applesauce poisoning her, get out... we don't need to complicate this any more than it already..."

She trailed off as another door opened further down the corridor, and a pegasus pony with pink coat and light blue mane marched down the hallway, resplendant in a beautiful gown.

"... mom," Rainbow whispered.

The ivory rabbit glanced between Rainbow and the mare coming down the hallway to them, then pulled hard on Rainbow's leg, pulling her further out of sight behind a column. Before Rainbow could protest, Angel smacked her upside the head.

"Hey!"

Angel pointed to his eyes, then to the device in his paw. The meaning was clear enough: eyes on the prize.

But Rainbow Dash... "Look, you've got this, just go get the Aethpple... I mean the Appther... I mean whatever. I just... I just gotta go do something."

Before Angel Dash could stop her, Rainbow Dash was a blur of multi-hued lightning racing down the corridor.

Slapping his paw into his face, Angel Bunny sighed. He had to do everything, as per frickin' usual.

* * *

In another time and place, the _Colotorara_ was un-shrunk back to its regular space-travelling size, as three ponies and a dragon watched from the surface of Starward Shoals, a dark, barren planetoid surrounded by luminescent stars and a wide sparkling ring. Dark stormclouds swirled overhead as the two teams said their temporary farewells. From here, Derpy and Rarity were tasked with the Element of Generosity, at the Hollow Shades, which had been programmed into the _Rara_ auto-pilot. Spike and Moondancer had the much less arduous task of finding Flash Sentry's younger self, and letting him lead them to the Element of Laughter.

"Take care, okay Rarity?" said Spike, leaning up to give her a hug around the neck.

She returned it. "Oh Spikey-wikey, don't you worry your cute little scales. We'll be back in no time."

"Just grab the Element and go, nopony be a hero."

"We've got this," Derpy said.

Moondancer gave a slight shudder. That phrase bothered her. Plus it seemed like they were tempting fate. She urged Derpy and Rarity into the ship, and it set off in no time as Moondancer and Spike watched from the surface of the Shoals.

"Think they'll be okay?" asked Spike, glancing up at her.

"It's programmed for Hollow Shades," she replied. "Long as they don't fall out, they'll be fine. But we've got our own mission to focus on."

"Right," agreed Spike. "Flash Sentry. So we just wait for him to show up?"

"Timing is everything," Moondancer said. "Let's get to cover for now. We're not the only ones seeking the Elements in this time and place."

"We're not?"

She gaze a hollow look off into the distance. "No."

* * *

**Authors Notes****:  
**I've read at least one remarkably good EQG fanfic where Moondancer is a villain (albeit a sympathetic one) so I'm trying to channel some of that into this Moondancer-Nebula fusion to help her along. So of course, gotta give a shout out to The Albinocorn and their Spectacular Seven series. Top notch story.


	19. Here, There, and Back Again

A diamond dog's paws, tipped with claws sharper than its namesake, came sweeping down. The pale yellow pony danced out of the way as gracefully as her namesake, slicing a blade across its throat before it recovered. It was dead before it hit the ground. Its partner, enraged, grabbed Moondancer in its mighty paws and heaved, crushing her in its deadly embrace. She struggled, kicking her legs, then slammed the back of her head into its face. Her cybernetic skull was harder than iron, and the dog gave a pitiful whine as it flung her away from him, nearly slamming Moondancer into an energy conduit. She landed on all fours, panting heavily, preparing for another attack...

... when the second diamond dog crashed down onto the ground with a blade imbedded in its back. Rising up behind it, out of the steam, was the dark equine form of Tempest Shadow. She contemptuously drew the sword out of the mutt's back, wiping it with a cloth in her other hoof.

"I didn't ask for your help," Moondancer growled.

"And yet, somehow you always need it," replied her smug sister. "Now get up. Father wants us back on the ship."

"Why?" growled Moondancer, pushing herself back up onto all fours and trotting over to her sister.

"He's found an Element of Harmony."

"Where?"

"On a world called Starward Shoals."

Moondancer pondered the implications of this. "Then father's plan is finally in motion."

The darker maroon pony shook her head. "One stone isn't six, Moondancer."

"No, but it's a start."

"But if he gets all of them..."

The two of them were interrupted by a flash of ominous light and a dull roar of magic. A teleport spell, and one that nearly sent them both reeling from the raw power of it. A moment later, stepping out of the accompanying cloud of black smoke was a massive dark blue ram. Twice the height of either of his pony daughters, with dark navy fur and swept back, black horns. More imposing than a dragon, more mighty than a bugbear, and more cunning and cruel than any changeling.

Grogar.

The Grogar of the past, before his quest had led him to decapitation. Here fresh and ready to enact his dark vengeance upon the universe.

"The Storm King has located the Laughter Element," Grogar announced as he arrived. "Appropriate for that cackling fool. I'm dispatching the two of you to join his forces and keep an eye on him."

Tempest snorted. "Bet he won't like that."

"His alternative is death," Grogar growled. "His obsession with power clouds his judgement."

Moondancer kneeled before Grogar. "We will not fail you, father." Tempest just rolled her eyes at her blatant attempt to curry favor from the mad goat.

"No, you won't."

"I swear..." Moondancer jerked, a spark running across her head, then she collapsed, unable to hold herself up. "Who was that?! What... why..."

"Sister..."

Tempest moved to her side, but Grogar held up a hoof to stop her. "Speak, daughter. What do you see?"

"I don't know. My skull is splitting," she said, pressing a hoof to her head in a vain attempt to rein in the pain. She wanted to appear strong for the Father of Monsters, but she couldn't even stand up, the pain was too debilitating.

"She's hurt!" Tempest declared.

Grogar frowned, considering Moondancer carefully. "Bring her to my ship," he instructed.

* * *

Back in time, at Twilight's old tower in Ponyville, the future Twilight drifted around the side of the building, avoiding setting off the warding runes while she moved into position to see how things were progress. Thankfully, since the thing was made of crystal and glass, it was easy to get a picture of how things were going inside. She could see them, the original mane six, the original Avengers, all clustered around Trixie, ready to unleash hell if she so much as blinked in a way they didn't like.

Twilight pressed a hand to her helmet. "Better hustle, AJ. Things look like they're wrapping up here."

"Ah'm on mah way," the voice responded in her ear. "Elevator now."

The signal cut out, as Twilight slipped into the tower and retracted her armor to hide quietly in the far corner of the room, wings tucked in close and watching the other side of the room. It was surreal, seeing everything from this angle. Especially Trixie, so pitiful and broken.

"If it's all the same to you," she said. "May the humble and defeated Trixie still have that drink?"

The younger Twilight smirked. "Oh yeah, good one. Come on, you."

Rainbow Dash hauled Trixie to her feet, even as Rarity snapped some shackles onto Trixie's forelegs. "What do I do with this thing?" she asked, holding up Trixie's wand.

"Team's already coming to get it," Twilight said. Inadvertently giving Cabaleron and his crew a cue to emerge from the elevator. He definitely looked better than the last time they'd seen him in public.

"We'll take that off your hooves," he said, appropriating the wand from Rarity and sealing it in a case.

"By all means, careful with it though," the fashionable White Diamond suggested.

Derpy nodded. "Unless you want your mind erased... and not in a fun way," she added, eyes drifting lazily in opposite directions.

"We promise we'll be careful," Cabaleron said, nodding to his cronies. Bunch of jack-booted thugs, from the looks of things. Looking back, it was a wonder how Twilight and the others had never imagined they were Chimera, working inside of BARDING.

"Ah'm on mah way down to coordinate search ahn rescue," the younger Applejack said, heading to the elevator.

Trixie rolled her eyes, wasting no time flaring a magical illusion to make herself look just like Captain Equestria. "Ah'm on mah way down to coordinate search ahn rescue," she repeated mockingly, before reverting to her natural state. "Honestly, is the Great and Powerful Trixie the only one who..."

She was instantly silenced as Rainbow muzzled her. "Shut. Up," her adopted sister said, in no uncertain terms. Mercifully, Trixie became quiet.

"Alright, you're up little buddy," the future Twilight whispered to her partner.

"Ready and rarin'!" Pinkie declared, hindquarters up. "Flick me!"

Twilight did so, using her other hoof to flick Pinkie Pie as carefully as she could towards her past self, letting the small pink pony, invisible to the naked eye, land in past Twilight's mane, vanishing amongst the curls. The younger Twilight briefly paused, shaking her head, but decided it was nothing and moved on, letting the Ant-Mare slip in unnoticed. The other Avengers gathered by the elevator platform leading down, and were about to descend when the Flutterhulk came stomping over towards them.

"Whoa! Whoa whoa whoa!"

"Hey!"

"Whoa!"

"Maximum occupancy has been reached!"

Flutterhulk glared, even as the others tried to keep her from stepping onto the platform and overwhelming it. Derpy tried to suggest an alternate path down.

"Would you please take the stairs instead?" she asked.

Flutterhulk roared, nearly shaking the foundations of the room, and the other agents and heroes in the elevator cringed as she smacked the doorway seconds before it closed. Hard enough to leave a noticable dent in it, no less. But thankfully, she did as she was bid, heading over to the stairs. Grumbling all the while like a sulking child.

"Take the stairs, take the stairs!"

While the elevators descended to their different destinations... and the Avengers of the Future moved to intercept.

* * *

Inside the elevator, the secret members of Chimera thought they had managed to do an excellent job. Doctor Cabaleron was deep in conversation with his counterparts via magic mirror. "Everything's secure, we're on route to meet with Gladsmane. No, no hitches at all, Chancellor."

There was a soft ding, and the elevator popped open on the fourth floor.

And outside, there stood Applejack, Captain Equestria herself, casual as could be.

"... cap," said Cabaleron, hiding his magic mirror. "I thought you were handling search and rescue?"

"Change of plans," AJ said, trotting into the elevator.

Putting herself right in the midst of them. Surrounded by agents of Chimera. Just like way back when the Winter Stallion had first come out of hiding and attacked. Boy howdy that had been one hell of a day. And today would've been one as well... if not for the fact that this time she had a plan.

"Doctor, gonna have to ask for that Wand. Turns out there may be an attempt to steal it."

The agents of Chimera glanced at one another nervously. "We haven't heard of any such attempt," Cabaleron said nervously, trying to keep his voice steady.

"It's alright. Ah got a call from the Chancellor. Ah'm gonna be runnin' point on the wand."

"I'm going to have to ask the Chancellor about that," Cabaleron said, reaching for his magic mirror once again. Applejack's hoof on his stopped him, and she could practically feel the tension radiating out of the other operatives. The two earth ponies in back, in particular, looked ready for violence. But Applejack had planned this methodically with her team, and knew just what to say to diffuse the situation.

So she leaned in and whispered, audibly to the whole elevator, two simple words:

"Hail Chimera."

_That_ got Cabaleron's attention.

* * *

Still caught in the throes of rage, Fluttershy pushed open the door harder than necessary, lamenting the long drop down the stairway to the lobby.

"So. Many. Stairs!" she growled.

She gave a little hop, flapping her tiny wings, but they barely managed to keep her airborne in this form (more like controlled falling than anything else), and she had to jump every level or so to the next set of stairs to avoid crashing down below.

Halfway down, she gave an impressive growl that could've sent a dragon scurrying for cover. She should've just gone out the balcony and jumped down to ground level. It might've scared the hell out of some passerby, but it would've been faster.

* * *

Meanwhile, already in the lobby thanks to very high speed elevators installed in her tower, Twilight and her company were just now running into yet more of their Chimera chums, including Secretary Gladsmane, their head. The Twilight and Pinkie from the future watched clandestine as the two parties met.

"Pinkie, are you ready?" Twilight whispered to her collar.

The diminutive Ant-Mare, safely nestled in the younger Twilight's mane, gave the signal.

"Bombs away," she said, with a little hop, unseen by the naked eye. She dropped down into the arc reactor on Twilight's chest, wriggling in easily amongst the circuitry. In this era, Twilight relied on it to keep her alive, so the plan was to have a small, minor short circuit to serve as their distraction.

"Okay, Twilight, I'm inside you now!" Pinkie reported cheerfully. The future Twilight grimaced, not that Pinkie could see it. And yet somehow she next commented "Not in a weird way or anything! We're just friends!"

Meanwhile, the meeting between the Chimera group masquerading as BARDING and the Avengers came to a head.

"May ah ask where ya'll think you're going?" asked Secretary Gladsmane.

"Lunch, then back to Cloudsdale," Rainbow replied cheerfully, completely missing his tone. "I'm sorry, you are?"

Twilight Sparkle of the past leaned over to address her colleague. "That's Secretary Gladsmane. Celestia answers directly to him."

"Just call me Glad to meet you," the portly purple pony said, trying to be charming. "Now ah'm gonna have to ask you to turn your prisoner over to me, uh-huh."

"Trixie will be answering to my father and mother," Rainbow replied.

"That ain't gonna work, sugah," Gladsmane replied. "She can answer to us. Ya fathah can have what's left. And ah'm gonna have to ask for that case as wehll," he added, indicating the suitcase containing the tesseract. "That there's been property of Barding for at least seventy years."

"Well we appreciate you keeping it safe for us, but we're bringing that back too," Rainbow said, still cheerfully oblivious to the serpent standing in front of her wearing pony garments.

"Pinkie, better hurry, it's getting dicey up here," Twilight of the future whispered into her collar urgently.

"And you're absolutely one hundred positive you won't die?"

"Positive. It'll just give me a mild cardiac dysrhythmia."

"That doesn't sound mild."

"Pinkie!" she hissed.

"Alright, alright! Doing the thing!"

Inside of the past Twilight's arc reactor, Pinkie Pie pulled a very specific pin, or rather circuit, deep inside its network of operations. And unlike their battle at the airport over the Pillar Accords, this time Pinkie Pie knew exactly what to pull to do the most precise damage, thanks to Twilight Sparkle's insight. Twilight Sparkle of the past gasped, clutching her chest with a hoof as the case held by her magic dropped to the ground. Almost immediately, both sides swarmed towards her to help.

"Sparkle? Sparkle! Someone get a medic!"

"MEDIC!" the future Twilight repeated, deftly tugging the case over to her grasp with her telekinesis. "Someone get over here!" she said, directing some Chimera troops to keep them from noticing her little sleight-of-hoof.

She didn't quite notice, as she did, Trixie was watching her... and how her eyes subtly widened as she saw exactly who was wearing the unassuming garments of a BARDING foot soldier.

"Piece of cake," the near invisible Pinkie Pie said, hopping out of past Twilight before something untoward occurred to her.

Her Twilight partner nodded. "Good job. Meet me back in the alleyway, I'm gonna..."

Whatever she was about to say was cut off as the door to the nearby staircase smashed open, and out emerged the Flutterhulk, a raging ball of yellow and pink, adorable in her fury.

"**NO MORE STAIRS!**" she roared, causing more than a few bystandars to flee.

Trixie, glancing left and right, leapt forward and grabbed the tesseract. The Element of Loyalty within took her and teleported her away, as far as she could go.

Rainbow Dash, meanwhile, bent over Twilight's younger self, pressing her horseshoe Mjolnir to the purple ponies chest, beside her arc reactor. "I'm gonna try something, okay! I have no idea if this'll work... everyone stand back!"

"Clear!" someone yelled.

A bolt of lightning arc from the uru metal on Rainbow's hoof and into Twilight. Her whole body spasmed as her eyes flew open and she gave a deep gasp.

"YES!" cheered Rainbow.

Twilight blinked her eyes, gazing up in astonishment. Her reactor seemed to be working just fine now. "Whoa... that was a rush... but I guess it worked."

"I know, right?! I had no idea it was going to work!" gushed the Cloudsdale pegasus.

"Wait, where's the case?"

"Case... it's over... wait, where's the case? Where's Trixie? Trixie!" she called out, noticing her adopted sister was missing as well.

"That... wasn't according to plan, was it?" asked Pinkie Pie.

"Damn," muttered Twilight. Her younger self was alive, but their mission was a bust.

* * *

Several floors up, Applejack had been successful in obtaining the wand from Chimera, but was now trying to raise her colleagues when she heard the distress chatter, coming from down below.

"Twilight, ya'll hear me? What's goin' on? Please tell me ya'll found that there cub-..."

She trailed off as an unlikely opponent stood in front of her.

"Oh ya'll gotta be _kiddin'_ me."

Herself.

"Ah got eyes on Trixie," Applejack of the Past reported, signalling her fellow Avengers.

"Ah ain't Trixie," the other Captain Equestria said, setting down the Wand. "And ah don't wanna hurt you."

Evidently not in a mood to trust to a strangers word, especially one wearing her face, the past Applejack charged forward. Her future counterpart met her charge, as both turned and flung out their back legs in a picture perfect kick. The action mirrored so perfectly their hooves struck one another and sent them reeling. Still believing herself to be fighting a dangerous alien criminal and a powerful weapon, the past Applejack was quicker to recover, flinging herself bodily at the other AJ, knocking her down. Neither could reach their lassos as they tusseled and tumbled, rolling across the walkway and spilling over the side, then crashing down on one a few levels down. The past Applejack got her counterpart in a headlock, tightening her grip to try and make the imposter black out. From this angle, she couldn't make use of her superpony strength and agility to throw her off.

But Applejack, more experienced and worldly than her younger counterpart, still lost in the modern Equestria, had one card last to play.

"Big Mac! ... is! ... alive!"

Her grip slackening almost immediately, the younger Applejack looked stunned. "What did ya'll say?"

Opening her mouth as if about to repeat herself, her future counterpart instead decked her in the face with a hard hoof, then grabbed Trixie's wand and slapped it against Applejack's chest. The Element of Kindness within did the rest, overwhelming her past counterpart and mercifully letting her pass out. As a bonus, it would wipe her memory of the past ten minutes or so.

Grumbling, weary, and covered in bruises left by her own dang self, Applejack climbed to her feet and trotted past her unconscious past self, flopped on the floor and drooling quietly.

* * *

With the invasion of Ponyville over, Time Turner was evidently in no hurry to return to his more comfortable home interior, seemingly enjoying his conversation with Fluttershy. Who by sharp contrast was freaking out, not only by being reverted to her original form, but being astral on top of that. And time was ticking away.

"Please!" she pleaded.

"I'm really sorry," he replied. "But I simply can't help you, Miss Shy. If I give up the Element of Magic to help your reality, I'm dooming this one."

She took in a deep breath, trying to calm her racing heart. "With all due respect, sir, I'm not sure there's any proof of that."

He arched an eyebrow at her, then raised up a hoof, casting a spell. A magical image formed on the rooftop for them to see, mostly a lot of nebula and stars, but with a clear line of glowing gold emanating from one side, passing between Fluttershy and Time Turner, before vanishing somewhere on the other end.

"The Elements of Harmony create what you experience as reality," he explained. "Including, amongst other things, a linear flow of time, not a jumbled ball of wibbly-wobbley, timey-wimey... stuff. But if you remove one of those Elements..." and here he tapped the glowing line for emphasis. Instantly the glow stopped at his hoof, and instead, a dark line of entropy curved off of that point in another direction entirely. Fluttershy understood enough multiverse theory to follow. An alternate universe. And not a pleasant one, by the look of things.

"Now, this may benefit your reality, your... 'time'... if you wish to call it that," he said, making quotation marks with his hooves. "But my new future? Not so much. In this new branched reality, without our most powerful Element to wield against the forces of darkness, we will be overrun and ruined. Millions will suffer and perish. So tell me, Miss Shy, can your plan account for all that?"

"... no," Fluttershy admitted. "But! But if we bring the Element of Magic back, once we're done with it... if it's returned to exactly where and when it was removed..." she touched the timeline at the point of divergence with her own ethereal hoof, and to her astonishment, the golden line re-asserted itself over the dark one.

"So everything will be fine, it'll be as if the Element never left."

Another arched brow directed her way. "Assuming you survive."

"I promise we will. And we'll return the Element right away."

"I'm afraid I can't risk my reality on a promise, Miss Shy," he said wearily. "It is the duty of the Sorcerer Supreme to protect the Eye of Starswirl, and ensure it is used in the defense of ponykind."

Fluttershy whined, unsure of what to do. She couldn't beat Time Turner with brute force and she couldn't seem to reason with him. However, something he said didn't quite sit right with her. "Wait a minute... if that's true why did Starlight Glimmer give it away?"

That brought Time Turner up short. "She what?" he said, turning on his hooves and instantly back at her side.

"She gave it away," Fluttershy explained. "To Grogar."

"Willingly?"

"Uhm, I think so. I'm pretty sure, yeah."

If you'd told Time Turner the world was upside down and inside out, he could not have looked more confused. "... why?" he finally managed to ask.

"I don't know. Maybe she made a mistake?" she suggested meekly.

"... or I did," the brown pony replied. Without warning he thrust out his left hoof and beckoned with the other, rising up Fluttershy's unconscious body as he manuvered her soul back inside of it, rejoining them in an instant. Fluttershy blinked, stumbling, as she readjusted to corporeal form again.

But Time Turner wasn't done yet, the current Sorcerer Supreme activating the Eye of Starswirl at his neck and revealing the glowing amethyst star within. The Element of Magic.

"Starlight Glimmer was meant to be the very best of us," he explained. "A prodigy unparalleled in the use of raw magical power."

"So she must have given the Element up for a reason, right?" Fluttershy guessed, catching on.

Time Turner nodded, taking out the Element and giving it to her. She held it as delicately as she could in her enormous hooves.

"Thank you," said Fluttershy, truly humbled.

"I'm counting on you, Fluttershy. We all are."

"I won't let you down," she replied as solemnly as possible. And she meant it. Whatever it took, she would survive, and would honor her promise.

* * *

**Authors Notes****:  
**Of course, some fun Doctor Who references with Time Turner. How could I not?


	20. Gordian Tangles

Aboard Grogar's vessel, the Moondancer of the past was suspended in mid-air by glowing magical runes, while her mind was being probed by dark magic. Abacus Cinch, Headmistress of Grogar's Black Order and easily his most trusted servant, manipulated the energy lines with her feathery wings as the glowing orange orb in front of Moondancer condencsed her past and played it out for them.

"Show me her memories," Grogar instructed.

Abacus Cinch nodded, but when strange results began to appear, she grew concerned. "Master, the memories seem to be entangled. Particularly these new memories. They _are_ memories, but they're not hers. It's like the mind of... another Moondancer."

"Impossible," interjected Tempest with a frown. There was only one Moondancer... wasn't there?

"These new memories also don't seem to be from this time..." Abacus explained as more details came to her. "They're from nine years... in the future."

Grogar pondered this, his goat face scrunched in thought. "Where is this... other Moondancer?"

"In our solar system. On Starward Shoals."

Where he had intended to obtain the Element of Laughter. No coincidence that, surely. Grogar didn't believe in them.

"Can you access her mind?"

"I can. The two are linked."

"Show me."

An array of images played out on the stone as Grogar leaned in closely, watching, observing. For a while, everything seemed familiar, the Moondancer's memories of the past. Then, these new memories, of the future. Fights he did not recognize, Elements he'd yet to see in the flesh, and so many met, fought, befriended, betrayed, and ruined along the way.

"Freeze image."

Cinch obliged, and Grogar frowned at the sight before him. A number of colorful ponies. To him, familiar ones.

Tempest Shadow scoffed in disgust. "Equestrians."

"Avengers," Grogar clarified. He recognized them, they'd been instrumental in Trixie's defeat in the invasion of Equestria. Particularly the one in front... the Iron Mare. Pausing, he spotted something of interest. "What's this reflection? Cinch, magnify this."

She did as ordered, and the image cleared up, revealing...

"Moondancer."

"... I don't understand," said Tempest. "_Two_ Moondancers?"

"No... _the same_ Moondancer. From two different _times_," he clarified, his brilliant mind already furiously racing ahead with this new knowledge. Altering his plans. In moments, he was in motion, signaling to a nearby Diamond Dog. "Set course for Starward Shoals. And Cinch... get the duplicate's memories. I want to see everything."

The thin pegasus smirked, flicking her wings, and let her black magic work its wicked ways on the daughters of Grogar.

* * *

Firefly, Queen of Cloudsdale, smiled demurely as she dismissed her ladies-in-waiting, trotting down the corridor casually.

Then came to a pause beside on particular pillar. "Rainbow Miriam Dash, just what _are_ you doing?"

Rainbow stumbled out from behind the cloud column, unable to believe she'd been discovered, and so easily.

"You're better off leaving the sneaking to your sister," Firefly gently chided her eldest.

"Oh, uh, yeah, I was just... ya know, out for a fly-by... and uh..."

The Queen raised an eyebrow at Rainbow's dark attire. "And just _what_ are you wearing?"

"Uhm, well... this is uh... it's nothing, really, just... just something I threw on," she protested lamely, indicating her gothic ensemble.

Mother stared at her daughter for a long moment, taking in her features until Rainbow started to quietly sweat. "You're not the Rainbow Dash I know at all, are you?"

"What?! What no, no of course I am! I totally am!"

"The future hasn't been kind to you, has it?"

"Future! Who said anything about the future?!" by now Rainbow was positively sweating bullets, all her terribly crafted plans falling apart.

"Rainbow, I was raised by kirin witches. I see with more than my eyes, and you know that."

With her carefully crafted lies all useless, Rainbow's emotions burst forth in short order. "Totally from the future," she confessed, both smiling in joy at not having to lie and on the verge of bursting into tears.

"So I guessed," her mother said with a warm smile.

"I really need to talk to you," Rainbow Dash said desperately.

Firefly stepped beside her, draping a pastel pink wing over her shoulders. "We can talk."

* * *

In the nearby quarters of Scootaloo, the diminutive orange pegasus slept fitfully, having exhausted herself to rest. The Aether plaguing her body, made her feel weak all the time, and she'd finally run out of energy. Intent only to take a small nap, she'd fallen into a small coma.

Meanwhile, a pair of white fluffy ears popped up beside her bed, and Angel Bunny hopped up a moment later, holding an Element extractor (courtesy of Twilight Sparkle). With a wicked grin, the tiny rabbit popped the dangerous looking needles from one end, bringing them towards Scootaloo's cutie mark.

_Just a little prick_, he thought. _Don't worry kid, this'll soon be over_.

* * *

"I smashed in his head, it was over... but what was the point? I was too late... I wasn't fast enough... I just stood there like some slack-jawed _mule_..."

Rainbow Dash had been rambling for nearly five minutes now, as Firefly did her best to take it all in, absorbing the brunt of the conversation. Just talking like this, Rainbow Dash felt immeasurably better, even as she recounted her failures. As if somehow telling them to her mother made it just a little bit better.

"You are no mule," Firefly gently said, cupping Rainbow's cheeks. "A failure, though... yes, yes I'd say you failed."

"Ouch," her daughter said. "Feels like you just punched me in the heart."

"But we all fail... and then we get back up again, don't we dearest?"

One of her earliest lessons, and Rainbow remembered it. "Y-yeah," she said.

"And do you know what that makes you? Just like everyone else."

"But I'm not supposed to be like everyone else," Rainbow protested. "I'm Rainbow Dash, Princess of Thunder. I'm..."

Firefly cut her off gently, hoof pressed to Rainbow's muzzle to silence her. "Everyone fails at who they are supposed to be, Rainbow. The measure of a pony, of a hero, is how well they succeed at being who they _are_. And you're doing that, right now."

The validation eased the burden on Rainbow's shoulders, restoring some of her hope, even as it made her feel weak at the knees. "I've really missed you mom."

The pink pegasus engulfed her daughter in a hug, as Rainbow eagerly returned it, knowing it would have to be her last.

Then there was a crash as a vase was overturned down the hall, and a white bunny came bolting towards them, causing mother and daughter to separate.

"Get that rabbit!"

Guards were shouting now, and running, the palace would be swarming with them in short order. Angel Bunny hopped up beside Rainbow Dash and waved his arms frantically, holding up the vial which held the Aether. His body language screamed "we're done here, let's haul tail!" in no uncertain terms.

Rainbow, however, was not quite ready to go. She turned back to her mother. "Mom, I need to tell you something..."

Firefly gently shushed her, lifting up a hoof to forestall her. "No, you don't. You're here to repair your future, not mine."

"But this is about you... your future... your..." she choked on the word, unable to articulate it.

The Cloudsdale Queen smiled wistfully, perhaps sensing what it was Rainbow meant to say. "It's alright, Rainbow Dash."

"I wish we had more time."

"No, this is a gift... and you're going to be the mare you are. I could not be more proud of you."

Rainbow threw her arms around Firefly. "I love you, mom," she whispered, holding her tight.

"And I you."

The furious face of Angel Bunny caught his eye as the rabbit smacked his wrist above his bracelet, indicating the time. They were out of it. Rainbow nodded, well aware of their time table, and agreed, getting ready to go.

"Alright, alright, we're going... okay, in three... two... no, wait!"

Rainbow threw up a hoof, as if to catch something.

A long moment passed.

Angel Bunny glanced to the Queen for clarification.

"Oh, sometimes it takes a second," she assured the little rabbit.

And indeed, half a second later, a horseshoe of uru metal came flying through the open window, caught perfectly on Rainbow's outstretched hoof. She gave an amazed squee of delight at the sight of it. And more importantly, of the implications it held.

"I'm still worthy!"

Rolling his eyes, Angel Bunny hopped up, slapped Rainbow's bracelet, then his own, and the two of them vanished back into the Magic Realm.

Queen Firefly of Cloudsdale smiled warmly, the faint wrinkles on her cheeks visible as she bid her final goodbye. "Farewell, my daughter."

* * *

Meanwhile, on the Starward Shoals, in the ruins of an ancient city, Flash Sentry stood amidst the rain puddles and cheerfully danced to his music, headphones on and utterly oblivious to the world. He was even lip-syncing as his wings flared around him, dancing up a storm.

He might've even looked good... if Moondancer or Spike could hear what he was listening to. As it is, he just looked...

"... like a complete idiot," Spike deadpanned.

Moondancer nodded.

Shrugging, the diminutive dragon snapped his faceplate on and flapped his wings, heading through the air to blindside Flash from the back, knocking him unconscious with a minimal of force from a steel-laced fist. Moondancer rummaged through his leather coat until she found a tri-pronged metal tool.

"What's that?"

"The tool of a thief," she explained.

It proved instrumental in, a short distance away, opening the main doorway to the temple, leading right to the chamber of the Element of Harmony. Nodding, Moondancer prepared to step inside when Spike grabbed her leg to hold her back.

"Hey, hey, whoa, whoa, whoa, where are you going?! This is the part where spikes come out with skeletons on the end and everything!" he gestured animatedly.

"What are you talking about?" Moondancer asked, glancing his way contemptuously.

"When you break into some place like this its bound to be covered in booby-traps... and you're just walking in anyway," he said, watching Moondancer do just that. Sighing, Spike waited half a moment longer before going right after her, running to keep up on his short legs. Ahead, there was a pedestal with a glowing column of light, and within, the orb wherein contained the Element of Laughter. While Flash had once disabled the force field to achieve it, Moondancer was not so anxious to waste her time, and thrust her hoof into the energy, watching it peel back the pseudo-flesh covering her limb until it was only metal, if still functional, and obtained the orb from within. She held it up triumphantly.

Spike just... watched... observing her metal limb, realizing perhaps for the first time... well, he'd always known she was a cyborg, but this event put into perspective just _how_ artificial Moondancer was.

She frowned, pausing to adjust her glasses as she held the orb in her magical grasp, her horn lighting up. "I wasn't always like this," she explained.

"Me either," he replied, giving his wings a flex. The steel lining still ached. "But we work with what we've got, right?"

She nodded.

"Alright, if I know Twilight (and boy do I ever), then we sync up... and... three... two... one!" he slapped his hand on his TSA bracelet, vanishing back into the Magic Realm and the present.

Moondancer, about to do the same, paused... her hoof inches from the bracelet, unable to move. She was utterly paralyzed.

The link she shared with the other Moondancer went both ways, and Grogar had found a way to exploit it. The future Moondancer was unable to escape, pinned like a butterfly as Grogar's vessel maneuvered over the planet and she was scooped up by his forces.

* * *

Finally able to escape the tower, Applejack dropped down into the alleyway where she'd first appeared in this time, holding the wand in her hoof. If all had gone well, by now, Fluttershy would be back with the Element of Magic, and...

"Hey Cap."

Glancing back, Applejack spotted Twilight and Pinkie Pie, hiding inside of a broken carriage, relaxing casually-like whilst avoiding the post-battle clean-up.

"Sorry... we've... got a problem."

"What kind of a problem?" Applejack asked, already expecting the worst. But Twilight laid it out for her anyway.

"We didn't get the Tesseract... no Loyalty Element for us."

She facehoofed. "Oh for cryin' out loud... what happened?"

"Hey I got hit in the face with a hulk!" Twilight complained, climbing out of the carriage. Pinkie Pie hopped up beside her.

"Well what do we do now? You said we had one shot, just one, and we missed it. Whoopsie-daisy!"

"Pinkie, take this seriously!"

"I am!"

"No you're not!"

"Sure I am. I mean, the solutions obvious, isn't it?"

Twilight and Applejack glanced at each other, confused. "It is?"

The Iron Mare caught on, her brain catching up seconds behind Pinkies, which was disconcerting. "No, wait, she's right... there's another way. A way to retake the tesseract and acquire new Pie particles."

"How?" asked Applejack.

"... Sweet Apple Acres."

Catching on quick, Applejack nodded. That could work. "When were they both there?"

"I've... a vaguely exact idea," Twilight whiffled, trying to run some calculations in her head.

"How vague?"

Pinkie Pie popped up between them. "What're you talking about? Where are we going now?"

"Not we, just us... here... Pinkie Pie, get this back to the school," Applejack instructed, passing along Trixie's Wand.

"Back to the future, got it," Pinkie said, saluting. "I'll be sure not to go slower than eighty-eight miles an hour. But... Twilight, Applejack... if you do this, and it doesn't work... you're not coming back."

Having finished her calculations, Twilight glared over at Pinkie Pie. "Thanks for the vote of confidence." To Applejack, she simply asked "Do you trust me?"

"Ah do."

"Then here we go," she said, her horn lighting up. Their bracelets matched in glow as the new destination was set in, and when they both pressed down a moment later, the two of them vanished, shrinking down so fast they barely left a blip in their absence.

Pinkie Pie paused, thinking hard, then nodded in realization. "Ooh, I get it," she said, then slapped her bracelet and disappeared back to the present with her prize.

* * *

Sweet Apple Acres, circa... well, about three decades ago.

Outside of the heavily fortified and well armed fence was a procession of ponies in colorful tie-die, some of whom looked more than a little out of touch with reality. Including a green earth pony with a orange scarf tying back her auburn mane, set in dreadlocks.

"Hey man, make love, not war," she preached.

Twilight and Applejack dutifully ignored the hippie pony as they trotted onto the farm. A sign on the fence proudly proclaimed it as "Birthplace of Captain Equestria."

"Clearly, you weren't actually born here, were you?"

"Sorta," Applejack replied evasively. "Idea of me was, at any rate."

"Right, well, imagine you're Barding, running an intel organization big on the hush hush. Where do you hide yourself?"

Applejack smirked, tilting her head. "Plain sahght," she said.

Following her gaze, Twilight saw the barn. A barn with no windows, and with an impressive magical lock combination on the front door. And two soldier ponies on their way there, one hiding a magical device to allow entry in his pocket. They opened the door without issue as Twilight and Applejack approached. Now, they might have been using sophisticated magic for its day, but Twilight knew stronger spells as a toddler. She easily cracked the magical code, and then she and Applejack were inside, going down. The entire facility was located _beneath_ the barn.

So far, so good.

* * *

Breaking off from her partner on level nine, Twilight made her way through the storage bay, looking for her mission. Eventually, she found it, sealed up in a safe behind an interlocking series of spell layers. Again, Twilight was on point, and easily manipulated the layers to let the steel door slide open, revaeling the glowing red cube that was the tesseract. With great glee, she picked it up with her horn, tossing it into a nearby saddlebag and sliding it over her haunches.

"Back in the game," she said to herself.

"Hello? Is somepony there?"

Someone must have heard her, and Twilight briefly panicked, before telling herself to be still and show no signs of panic or else she'd give herself away. And then panicking again when she saw who was coming around a stack of ancient spellbooks towards her... Night Velvet... her own frickin' mother. And practically the same age she was now!

"Oh, hello there... I'm sorry I'm looking for Doctor Valencia, have you seen Vignette?"

"Uh, afraid I haven't... haven't seen a soul."

"... pardon me, do I know you?" asked Velvet, peering at Twilight more closely.

"Uh, no, ma'am. Visitor! From uh... uh... GUU," she said, citing the acronym for the Canterlot Gifted Unicorns University, where she graduated. Or rather, would graduate. Hopefully, Velvet would take her for a professor instead of a student.

"Oh, GUU. Well, that's nice... got a name?"

"Daylight," Twilight finally managed to spit out. "Daylight... Twinkle."

"Nice to meet you, Daylight. I'm Night Velvet," she said, taking Twilight's hoof and shaking it. She returned the gesture numbly.

"You look a little flushed..." Velvet said, reaching out to brush a hoof against Twilight's forehead. She recoiled instinctively.

"Uh, yeah, long hours... very busy. You know how it is," she laughed nervously.

"Wanna get some air?" her mother asked.

She should have said no. She should have stayed on mission. Get the Tesseract, get back to AJ, get out. Instead...

"... s-sure!"

Night Velvet smiled, trotting alongside Twilight as she nervously tried to keep it together.

* * *

Elsewhere in the building, in the office of Doctor Granite Pie, a phone was ringing off the hook.

**_Ring. Ring. Ring._**

Finally, a hoof knocked the phone off the reciever and cradled it to the ear of the up and coming scientist. "Hello?"

"Doctor Pie?"

"That is the number you called, yes," he snarked, still half-engrossed in his latest project.

"This is Captain Applejewel from shipping, we have a package for you," said the voice on the other end of the line.

"Bring it up."

"Well actually that's just it, we can't."

Granite glanced up from his work, "I'm sorry, I thought that was your job," he asked, not sure if he was dealing with another idiot who couldn't find his cutie mark with both hooves and a map.

"Well it's just... sir... the box is glowing and... well to be honest, some of our mail guys aren't feeling all that great."

The color slowly drained from Granite's face as he pressed the phone more tightly to his ear. "They didn't open it, did they?"

"Uh, yeah, they kinda did. You better get down here."

Slamming the phone back on its reciever, Granite Pie was in motion in minutes, galloping down the hallway, brushing aside another scientist and all but leaping over a slow janitor in his path, heading for delivery. If he what he suspected was true, things could get very ugly, very fast.

Fortunately, it wasn't, because the moment he was gone from his lab, Applejack peered out from around the corner and made her way non-challantly down the hall, resisting the urge to whistle as she slipped casual as you please into Granite Pie's personal lab. It took only a few minutes to locate the glowing Pie Particles she needed, and appropriate a quartet of vials for her own purposes.

Things had definitely gone south, but now they were back on mission.

* * *

**Authors Notes****:  
**Fauna Luster as Stan Lee already had her cameo in this story, since it's a two-parter instead of two films, so I added Treehugger for a fun cameo.

And I got to use the name Daylight Twinkle as a funny poke at the strange pony names that seem so similar to Twilight's own (Sunset, Starlight, etc.). I considered using Luster Dawn, but realized there's yet one role she could fit particularly well in the finale.


End file.
